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As filed with the Securities and Exchange Commission on July 24, 2001
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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TOREADOR RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-0991164
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4809 COLE AVENUE
SUITE 108
DALLAS, TEXAS 75205
(214) 559-3933
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
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G. THOMAS GRAVES III
4809 COLE AVENUE
SUITE 108
DALLAS, TEXAS 75205
(214) 559-3933
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
JANICE V. SHARRY, ESQ.
HAYNES AND BOONE, LLP
901 MAIN STREET, SUITE 3100
DALLAS, TEXAS 75202-3789
TELEPHONE: (214) 651-5000
FAX: (214) 651-5940
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
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Common Stock, par value $0.15625 per
share.................................. 280,900 shares $5.95 $1,671,355 $418.00
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(1) Pursuant to Rule 416 of the Securities Act, this registration statement
also covers such indeterminate additional shares of our common stock as may
become issuable to prevent dilution resulting from stock splits, stock
dividends or similar events.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act based on the average of the high
and low prices reported on the NASDAQ National Market on July 19, 2001.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion Dated July 24, 2001
TOREADOR RESOURCES CORPORATION
PROSPECTUS
280,900 SHARES OF COMMON STOCK
This prospectus relates to currently issued shares of common stock of
Toreador Resources Corporation, which shares of common stock are to be sold from
time to time by the selling stockholders named in this prospectus. We will not
receive any of the proceeds from the sale of the shares of common stock.
The selling stockholders may offer their shares from time to time in open
market transactions on the NASDAQ National Market or in private transactions, at
prevailing market prices or at privately negotiated prices. The selling
stockholders may effect such transactions by selling the shares to or through
broker-dealers. These broker-dealers, if used, may receive discounts,
concessions or commissions from the selling stockholders or from the purchaser
of the shares. The selling stockholders will receive the purchase price of the
shares of common stock sold less any such discounts, concessions or commissions.
The selling stockholders will be responsible for any such discounts, concessions
or commissions.
Our common stock is traded on the NASDAQ National Market under the symbol
"TRGL." On July 19, 2001, the last reported sale price for our common stock, as
reported by NASDAQ, was $5.90 per share. Our principal offices are located at
4809 Cole Avenue, Suite 108, Dallas, Texas 75205, and our telephone number is
214.559.3933.
YOU SHOULD READ THE SECTION ENTITLED "RISK FACTORS" BEGINNING ON PAGE 3 FOR
A DISCUSSION OF CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING OUR COMMON
STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is July 24, 2001
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TABLE OF CONTENTS
SUMMARY OF TOREADOR..........................................................3
RISK FACTORS.................................................................3
A WARNING ABOUT FORWARD-LOOKING STATEMENTS...................................7
USE OF PROCEEDS..............................................................8
SELLING STOCKHOLDERS.........................................................8
PLAN OF DISTRIBUTION........................................................11
DESCRIPTION OF CAPITAL STOCK................................................13
WHERE YOU CAN FIND MORE INFORMATION.........................................14
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION........................15
LEGAL MATTERS...............................................................15
EXPERTS.....................................................................15
CERTAIN DEFINITIONS.........................................................16
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SUMMARY OF TOREADOR
As used in this prospectus, "we" or "Toreador" refers to Toreador
Resources Corporation, a Delaware corporation, and its subsidiaries unless the
context indicates otherwise. On June 5, 2000, we changed our name from "Toreador
Royalty Corporation" to "Toreador Resources Corporation." A Certificate of
Ownership and Merger was filed with the Secretary of State of the State of
Delaware to effect the name change. The sole purpose and effect of the merger
was to change our name to Toreador Resources Corporation. We continue to be
listed on the NASDAQ National Market under the symbol "TRGL." Certain oil and
gas industry terms used in this prospectus such as "gross acres" are defined in
the section entitled "Certain Definitions" beginning on page 16 of this
prospectus.
Toreador Resources Corporation, a Delaware corporation, is an
independent energy company engaged in oil and gas exploration, development,
production and acquisition activities. We principally conduct our business
through our ownership of perpetual mineral and royalty interests in
approximately 2,643,000 gross (1,368,000 net) acres. These properties include
766,000 gross (461,000 net) acres located in the Texas Panhandle and West Texas.
Collectively we refer to these properties as the "Texas Holdings." In Alabama,
Mississippi and Louisiana, we own 1,775,000 gross (876,000 net) acres that we
collectively describe as the "Southeastern States Holdings." We also own various
royalty interests in Arkansas, California, Kansas and Michigan covering 102,000
gross (31,000 net) acres. These properties are collectively referred to as the
"Four States Holdings." In addition to the aforementioned holdings, we own
various working interest properties in Texas, Kansas, New Mexico and Oklahoma.
We do not have any property interests anywhere other than the United States.
RISK FACTORS
Before you invest in our common stock, you should be aware that there
are various risks, including those described below.
Industry Risks
VOLATILITY IN THE OIL AND GAS MARKETS COULD ADVERSELY AFFECT OUR OPERATIONS AND
FINANCIAL SUCCESS.
Our future financial condition and results of operations depend upon
the prices we receive for our oil and gas and the costs of acquiring, developing
and producing oil and gas. Currently, oil and gas prices are favorable.
Historically, oil and gas prices have been volatile and are subject to
fluctuations in response to changes in supply, market uncertainty and a variety
of additional factors that are also beyond our control. These factors include:
o the level of domestic production;
o the availability of imported oil and gas;
o actions taken by foreign oil and gas producing nations;
o the availability of transportation systems with adequate
capacity;
o the availability of competitive fuels;
o fluctuating and seasonal demand for gas;
o conservation and the extent of governmental regulation of
production;
o the effect of weather;
o foreign and domestic government relations;
o the price of domestic and imported oil and gas; and
o the overall economic environment.
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A substantial or extended decline in oil and/or gas prices could have a material
adverse effect on the estimated value of our gas and oil reserves, and on our
financial position, results of operations and access to capital. Our ability to
maintain or increase our borrowing capacity, to repay current or future
indebtedness and to obtain additional capital on attractive terms is
substantially dependent upon oil and gas prices.
OUR FINANCIAL SUCCESS DEPENDS ON OUR ABILITY TO ACQUIRE ADDITIONAL RESERVES IN
THE FUTURE.
Our future success as an oil and gas producer, as is generally the case
in the industry, depends upon our ability to find, develop and acquire
additional oil and gas reserves that are profitable. If we are unable to conduct
successful development activities or acquire properties containing proved
reserves, our proved reserves will generally decline as reserves are produced.
We cannot assure you that we will be able to locate additional reserves or that
we will drill economically productive wells or acquire properties containing
proved reserves.
WE FACE NUMEROUS DRILLING RISKS IN FINDING COMMERCIALLY PRODUCTIVE OIL AND GAS
RESERVOIRS.
Our drilling involves numerous risks, including the risk that no
commercially productive oil or gas reservoirs will be encountered. We may incur
significant expenditures for the identification and acquisition of properties
and for the drilling and completion of wells. The cost of drilling, completing
and operating wells is often uncertain, and drilling operations may be
curtailed, delayed or canceled as a result of a variety of factors, including
unexpected drilling conditions, pressure or irregularities in formations,
equipment failures or accidents, weather conditions and shortages or delays in
the delivery of equipment. In addition, any use by us of 3-D seismic and other
advanced technology to explore for oil and gas requires greater pre-drilling
expenditures than traditional drilling strategies. We cannot assure the success
of our future drilling activities.
THE ESTIMATES OF OUR OIL AND GAS RESERVES ARE INHERENTLY IMPRECISE AND
UNCERTAIN.
Numerous uncertainties are inherent in estimating quantities of proved
oil and gas reserves, including many factors beyond our control. This report
contains an estimate of our proved oil and gas reserves and the estimated future
net cash flows and revenue generated by the proved oil and gas reserves based
upon reports of our independent petroleum engineers. Such reports rely upon
various assumptions, including assumptions required by the Securities and
Exchange Commission, as to constant oil and gas prices, drilling and operating
expenses, capital expenditures, taxes and availability of funds, and such
reports should not be construed as the current market value of the estimated
proved reserves. The process of estimating oil and gas reserves is complex,
requiring significant decisions and assumptions in the evaluation of available
geological, engineering and economic data for each property. As a result, such
estimates are inherently an imprecise evaluation of reserve quantities and
future net revenue. Our actual future production, revenue, taxes, development
expenditures, operating expenses and quantities of recoverable oil and gas
reserves may vary substantially from those we have assumed in the estimate. Any
significant variance in our assumptions could materially affect the estimated
quantity and value of reserves set forth in this report. In addition, our
reserves may be subject to downward or upward revision, based upon production
history, results of future exploration and development, prevailing oil and gas
prices and other factors.
OUR OPERATIONS ARE SUBJECT TO RISKS INHERENT IN THE OIL AND GAS INDUSTRY, AND
CERTAIN OF THESE RISKS WE ARE NOT INSURED AGAINST.
Our operations are subject to the risks inherent in the oil and gas
industry, including the risks of:
o fire, explosions, and blowouts;
o pipe failure;
o abnormally pressured formations; and
o environmental accidents such as oil spills, gas leaks,
ruptures or discharges of toxic gases, brine or well fluids
into the environment (including groundwater contamination).
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The occurrence of any of these events could result in substantial
losses to Toreador due to:
o injury or loss of life;
o severe damage to or destruction of property, resources and
equipment;
o pollution or other environmental damage;
o clean-up responsibilities;
o regulatory investigation; and
o penalties and suspension of operations.
In accordance with customary industry practice, we maintain insurance against
some, but not all, of the risks described above. We cannot assure you that any
insurance maintained by us will be adequate to cover any such losses or
liabilities. Further, we cannot predict the continued availability of insurance,
or availability of insurance at commercially acceptable premium levels. We do
not carry business interruption insurance. Losses and liabilities arising from
uninsured or under-insured events could have a material adverse effect on our
financial condition and operations.
From time to time, due primarily to contract terms, pipeline
interruptions or weather conditions, the producing wells in which we own an
interest have been subject to production curtailments. The curtailments range
from production being partially restricted to wells being completely shut-in.
The duration of curtailments may vary from a few days to several months. In most
cases we are provided only limited notice as to when production will be
curtailed and the duration of such curtailments. We are not currently
experiencing any material curtailment on our production.
Company Risks
A LARGE PERCENTAGE OF OUR COMMON STOCK IS OWNED BY CERTAIN STOCKHOLDERS.
As of July 19, 2001, the current officers and directors of Toreador as
a group held a beneficial interest in approximately 41% of our common stock
(including shares issuable upon exercise of stock options for common stock or
conversion of our Series A Convertible Preferred Stock held by affiliates of
certain of our directors).
THE AMOUNT OF OUR INDEBTEDNESS MAY ADVERSELY AFFECT OUR FUTURE PERFORMANCE, AND
WE MAY NOT BE ABLE TO REPAY OUR INDEBTEDNESS.
At March 31, 2001, Toreador's debt to equity ratio was 66%. We may
incur additional indebtedness in the future as we execute our acquisition and
exploration strategy.
Our ability to meet our debt service obligations will be dependent upon
our future performance, which will be subject to oil and gas prices, our level
of production, general economic conditions and to financial, business and other
factors affecting our operations, many of which are beyond our control. There
can be no assurance that our future performance will not be adversely affected
by some or all of these factors.
Our level of indebtedness will have several important effects on our
future operations, including:
o a substantial portion of our cash flow from
operations must be dedicated to the payment of
principal and interest on our indebtedness and will
not be available for other purposes;
o covenants contained in our debt obligations will
require us to meet certain financial tests, and other
restrictions will limit our ability to borrow
additional funds or to dispose of assets and may
affect our flexibility in planning for, and reacting
to, changes in our business, including possible
acquisition activities; and
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o our ability to obtain additional financing in the
future may be impaired.
A default under our credit facility would permit the lender to accelerate
repayments of the loan and to foreclose on the collateral securing the loan,
including certain of our oil and gas properties.
WHEN CONSIDERING A POTENTIAL ACQUISITION, OUR ABILITY TO IDENTIFY ACQUISITION
RISKS IS LIMITED.
Generally, it is not feasible for us to review in detail every
individual risk involved in an acquisition. Our business strategy includes
future acquisitions of producing oil and gas properties, directly, by purchase
of such properties or, indirectly, by acquisition of another entity owning such
properties. Any future acquisitions generally entail an assessment of
recoverable reserves, future oil and gas prices, operating costs, potential
environmental and other liabilities and other similar factors. Ordinarily,
review efforts are focused on the higher-valued properties. However, even a
detailed review of certain properties and records may not reveal existing or
potential problems, nor will it permit us to become sufficiently familiar with
the properties to assess fully their deficiencies and capabilities. Inspections
are not always performed on every well, and potential problems, such as
mechanical integrity of equipment and environmental conditions that may require
significant remedial expenditures, are not necessarily observable even when an
inspection is undertaken. Even if we identify problems, the seller may be
unwilling or unable to provide effective contractual protection against all or
part of such problems.
The Texona Petroleum Corporation merger in September 2000, the
acquisition in December 1999 of working interests in certain oil and gas leases,
and properties located in Finney County, Kansas, and the acquisition in
September 1999 of certain oil and gas royalty interests located in the Four
States Holdings represent major steps in our growth strategy. However, our
increased size and scope of operations will present us with significant
challenges due to the increased time and resources required in our management
effort. Accordingly, there can be no assurance that our future operations under
present conditions can be effectively managed to realize the goals set forth on
future property acquisitions.
OUR ABILITY TO GROW WILL DEPEND ON OUR ABILITY TO OBTAIN ADDITIONAL CAPITAL ON
SATISFACTORY TERMS AND CONDITIONS WHICH ABILITY CANNOT BE GUARANTEED.
The growth of our business will require substantial capital on a
continuing basis. We may be unable to obtain additional capital on satisfactory
terms and conditions. Thus, we may lose opportunities to acquire oil and gas
properties and businesses. In addition, our pursuit of additional capital could
result in incurring additional indebtedness or our issuing potentially dilutive
additional equity securities. We also may utilize the capital currently expected
to be available for our present operations. The amount and timing of our future
capital requirements, if any, will depend upon a number of factors, including:
o drilling costs;
o transportation costs;
o equipment costs;
o marketing expenses;
o oil and gas prices;
o staffing levels and competitive conditions; and
o any purchases or dispositions of assets.
Our failure to obtain any required additional financing could materially and
adversely affect our growth, cash flow and earnings.
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OUR SUCCESS REGARDING CERTAIN PROPERTIES DEPENDS ON THE ACTIONS OF CERTAIN
OWNERS OF EXECUTIVE RIGHTS AND THE DECISION-MAKERS FOR DRILLING AND OPERATIONS.
On the Southeastern States Holdings, we own interests in minerals that
include executive rights (the rights to sign leases) as well as rights to
receive portions of lease bonuses, delay rentals and royalties.
On the Texas Holdings, we own interests in minerals that include rights
to receive lease bonuses, delay rentals and royalties, except, unlike our
Southeastern States Holdings, we generally do not own the executive rights which
are typically held by surface owners. Therefore, we must rely on the owners of
the executive rights to execute leases of the acreage. In situations in which we
have acquired working interests in acreage where we have mineral rights, we have
acquired those interests through the signing of leases by holders of the
executive rights. While the majority of the owners holding those executive
rights have worked closely with us in the past, each acts independently of us in
their decisions to execute leases. In addition, since our interests are in the
form of mineral interests, royalty interests or non-operator working interests,
we do not have control over drilling or operating decisions on the properties in
which we have an interest.
THE MARKETING OF OUR OIL AND GAS PRODUCTION PRINCIPALLY DEPENDS UPON THOSE
FACILITIES OPERATED BY OTHERS, AND THERE CAN BE NO GUARANTEE THAT THESE
OPERATIONS MAY NOT CHANGE AND HAVE A MATERIAL ADVERSE EFFECT ON THE MARKETING OF
OUR OIL AND GAS PRODUCTION.
The marketing of our oil and gas production principally depends upon
those facilities operated by others. The operations of those facilities may
change and have a material adverse effect on the marketing of our oil and gas
production.
WE ARE SUBSTANTIALLY DEPENDENT UPON THREE EMPLOYEES.
We are substantially dependent upon G. Thomas Graves III, President,
Chief Executive Officer and Director, Edward C. Marhanka, Vice President -
Operations and Douglas W. Weir, Vice President - Chief Financial Officer.
Investment Risks
OUR STOCK PRICE HAS BEEN LOW HISTORICALLY, AND THE SALE OF A SUBSTANTIAL NUMBER
OF OUR SHARES OF COMMON STOCK COULD ADVERSELY AFFECT THE MARKET PRICE OF THE
COMMON STOCK IN THE FORESEEABLE FUTURE.
Because the volume of trading in shares of our common stock has been
low historically, the sale of a substantial number of shares of the common stock
in a short period of time could adversely affect the market price of the common
stock.
WHILE WE ANTICIPATE PAYING LIMITED CASH DIVIDENDS ON OUR COMMON STOCK IN THE
NEAR FUTURE, THE AMOUNT OF SUCH CASH DIVIDENDS IS NOT EXPECTED TO BE A LARGE
PERCENTAGE OF THE PRICE OF OUR COMMON STOCK.
From time to time we have paid cash dividends on our common stock and
anticipate paying limited cash dividends on our common stock in the near future.
However, we do not anticipate that such cash dividends will be significant to
any holder and any final decision with respect to the amount and frequency will
be solely in the discretion of the Board of Directors. Our common stock is not a
suitable investment for persons requiring current income.
A WARNING ABOUT FORWARD-LOOKING STATEMENTS
Before you invest in our common stock, you should be aware that there
are various risks associated with an investment, including the risks described
below in the section entitled "Risk Factors," and risks that we highlighted in
other sections of the prospectus. You should consider carefully these risk
factors together with all of the other information included in this prospectus
before you decide to purchase shares of our common stock.
Some of the information in this report may contain forward-looking
statements. We use words such as "may," "will," "expect," "anticipate,"
"estimate," "believe," "continue," or other similar words to identify
forward-looking
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statements. You should read statements that contain these words carefully
because they: (1) discuss future expectations; (2) contain projections of
results of operations or of our financial conditions; or (3) state other
"forward-looking" information. We believe that it is important to communicate
our future expectations to our investors. However, there may be events in the
future that we are unable to accurately predict or over which we have no
control. When considering our forward-looking statements, you should keep in
mind the risk factors and other cautionary statements in this report. The risk
factors noted in this section and other factors noted throughout this report,
provide examples of risks, uncertainties and events that may cause our actual
results to differ materially from those contained in any forward-looking
statement.
Please read the section entitled "Risk Factors" beginning on page 3 for
a discussion of certain risks of our business and an investment in our common
stock.
USE OF PROCEEDS
We will not receive any proceeds from any sale of shares of common
stock by a selling stockholder.
SELLING STOCKHOLDERS
General
This prospectus covers offers and sales from time to time by each
selling stockholder of the common stock owned by such person. The selling
stockholders under this prospectus are as follows:
The 32 stockholders of Texona Petroleum Corporation listed below are
the stockholders from whom we acquired in a private placement merger, through a
wholly-owned subsidiary, all of the outstanding stock of Texona Petroleum
Corporation in exchange for an aggregate of 1,115,000 shares of our common
stock. Due to this number of shares exceeding twenty percent (20%) of our
outstanding shares of common stock on the date of the merger, we initially
issued 1,025,000 shares of common stock and such shares were registered for
resale on a registration statement on Form S-3 (Registration No. 333-52522).
Subsequently, we obtained stockholder approval to issue the additional 90,000
shares to the recipients listed below and such 90,000 shares of common stock are
registered for resale pursuant to this registration statement:
o Cheryl S. Bennett ACF Eric A. Bennett
o Cheryl S. Bennett ACF Lauren M. Bennett
o C. R. Brown
o John E. Burton
o George R. Cannon
o Sue M. Cannon
o Lynda A. Carpenter
o Larry E. and Jacquelyn Clark as Trustees of the Larry
and Jacquelyn Clark Family Trust
o Sandra L. Garnett ACF Aaron T. Garnett
o Sandra L. Garnett ACF Benjamin T. Garnett
o Sandra L. Garnett ACF Colin M. Garnett
o Henry W. Goodwin
o Bob B. and Vera B. Hallmark
o Robert M. Hallmark
o J. B. Ladd Trust - A Revocable Grantor Trust
o C. G. Mammel
o Susan B. Mammel
o Mary McMahon
o Grace F. McMahon
o Grace F. McMahon Grantor Retained Income Trust
o Paul E. Mendell
o Wayne W. & Ramona R. Montgomery
o Harvey H. Mueller, II
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o Dale L. Pilant and Rebecca A. Pilant
o Earl E. Rossman, Jr.
o Lee E. Schlessman
o Gary L. Schlessman ACF Jennifer C. Schlessman
o Gary L. Schlessman ACF Margaret M. Schlessman
o Jeannette R. Stevenson
o Wayne E. Swearingen Trust
o Kenneth R. Whiting
o Kay W. Whiting
In July 1998, Lee Global Energy Fund, L.P. purchased 190,900 shares of
our common stock from Peter R. Vig and his individual retirement rollover
account in an exempt transaction.
Pursuant to Rule 416 of the Securities Act, the selling stockholders
may also offer and sell shares of common stock issued as a result, among other
events, stock splits, stock dividends and similar events. We have prepared and
filed a registration statement of which this prospectus is a part pursuant to
registration rights granted in connection with the Registration Rights Agreement
executed pursuant to the merger, through a wholly-owned subsidiary, with Texona
Petroleum Corporation.
Relationships with Selling Stockholders
The selling stockholders specifically indicated in the Selling
Stockholders Table below are executive officers and/or directors of Toreador.
Selling Stockholders Table
The following table sets forth information known to us with respect to
the beneficial ownership of each selling stockholder before and after completion
of the sale of the shares of our common stock to be sold by such selling
stockholder under this prospectus. Certain of the information included in the
table as to these entities and individuals has been furnished to us by the
entity or person related to the information for inclusion in this prospectus.
The information is based upon the assumption that the selling stockholder does
not sell any shares of our common stock shown in the table as beneficially owned
other than the shares of common stock to be sold under this prospectus.
Beneficial ownership has been determined based upon information provided to us,
in accordance with the rules of the SEC. The number of shares of our common
stock shown as beneficially owned includes shares underlying options currently
exercisable or exercisable within 60 days of July 20, 2001 and shares underlying
the Series A Convertible Preferred Stock currently convertible or convertible
within 60 days of July 20, 2001. These shares are deemed outstanding for
purposes of computing the number of shares beneficially owned and percentage
beneficial ownership. Except for the selling stockholders specifically
identified in the following table, no selling stockholders will beneficially own
one percent or more of the common stock beneficially owned after completion of
this offering.
NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES OWNED
OWNED BEFORE BEING REGISTERED AFTER THIS
NAME OF SELLING STOCKHOLDER THIS OFFERING FOR RESALE OFFERING
Cheryl S. Bennett 29,132(1) 2,352 26,780
C. R. Brown 49,297 3,979 45,318
John E. Burton 9,603 775 8,828
George R. Cannon 36,500(2) 3,980 32,520
Lynda A. Carpenter 6,603 775 5,828
Larry E. and Jacquelyn Clark as Trustees of
the Larry and Jacquelyn Clark Family Trust 32,011 2,584 29,427
Sandra L. Garnett 42,735(3) 3,450 39,285
Henry W. Goodwin 64,023 5,168 58,855
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NUMBER OF SHARES NUMBER OF SHARES NUMBER OF SHARES OWNED
OWNED BEFORE BEING REGISTERED AFTER THIS
NAME OF SELLING STOCKHOLDER THIS OFFERING FOR RESALE OFFERING
Bob B. and Vera B. Hallmark 20,006(4) 1,292 18,714
Robert M. Hallmark 6,402 517 5,885
J. B. Ladd Trust - A Revocable
Grantor Trust 178,482 14,406 164,076
C. G. Mammel 49,298(5) 3,980 45,318
Mary McMahon 9,603 775 8,828
Grace F. McMahon 49,297 3,979 45,318
Grace F. McMahon Grantor
Retained Income Trust 25,609 2,067 23,542
Paul E. Mendell 22,649 1,990 20,659
Wayne W. & Ramona R. Montgomery 3,201 258 2,943
Harvey H. Mueller, II 32,011 2,584 29,427
Dale L. and Rebecca A. Pilant 64,023 5,168 58,855
Earl E. Rossman, Jr. 206,061(6) 14,210 191,851
Lee E. Schlessman 252 20 232
Gary L. Schlessman 28,650(7) 2,313 26,337
Jeannette R. Stevenson 13,682(8) 336 13,346
Wayne E. Swearingen Trust 24,650 1,990 22,660
Kenneth R. Whiting 171,140(9) 11,052 160,088
Mr. William I. Lee (10), (11), (12) 1,259,740 190,900 1,068,840
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Total 2,434,660 280,900 2,153,760
(1) Includes (i) 14,566 shares of common stock owned of record by Ms.
Bennett as custodian for Mr. Eric A. Bennett of which 13,390 shares
were registered pursuant to a registration statement on Form S-3
(Registration No. 333-52522) and 1,176 shares are registered pursuant
to this registration statement and (ii) 14,566 shares of common stock
owned of record by Ms. Bennett as custodian for Ms. Lauren M. Bennett
of which 13,390 shares were registered pursuant to a registration
statement on Form S-3 (Registration No. 333-52522) and 1,176 shares are
registered pursuant to this registration statement.
(2) Includes 24,650 shares of common stock owned of record by Mrs. Sue M.
Cannon, spouse of Mr. Cannon, of which 22,600 shares were registered
pursuant to a registration statement on Form S-3 (Registration No.
333-52522) and 1,990 shares are registered pursuant to this
registration statement.
(3) Includes (i) 14,085 shares of common stock owned of record by Ms.
Garnett as custodian for Mr. Aaron T. Garnett of which 12,948 shares
were registered pursuant to a registration statement on Form S-3
(Registration No. 333-52522) and 1,137 shares are registered pursuant
to this registration statement, (ii) 14,565 shares of common stock
owned of record by Ms. Garnett as custodian for Mr. Benjamin T. Garnett
of which 13,389 shares were registered pursuant to a registration
statement on Form S-3 (Registration No. 333-52522) and 1,176 shares are
registered pursuant to this registration statement, and (iii) 14,085
shares of common stock owned of record by Ms. Garnett as custodian for
Mr. Colin M. Garnett of which 12,948 shares were registered pursuant to
a registration statement on Form S-3 (Registration No. 333-52522) and
1,137 shares are registered pursuant to this registration statement.
(4) Includes 1,292 shares of common stock owned of record by Bob Hallmark
Family Partners Ltd.
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(5) Includes 24,649 shares of common stock owned of record by Mrs. Susan B.
Mammel, spouse of Mr. Mammel, of which 22,659 shares were registered
pursuant to a registration statement on Form S-3 (Registration No.
333-52522) and 1,990 shares are registered pursuant to this
registration statement.
(6) Includes 30,000 shares of common stock with respect to which Mr.
Rossman 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).
(7) Includes (i) 14,085 shares of common stock owned of record by Mr.
Schlessman as custodian for Ms. Jennifer C. Schlessman of which 12,948
shares were registered pursuant to a registration statement on Form S-3
(Registration No. 333-52522) and 1,137 shares are registered pursuant
to this registration statement and (ii) 14,565 shares of common stock
owned of record by Mr. Schlessman as custodian for Ms. Margaret M.
Schlessman of which 13,389 shares were registered pursuant to a
registration statement on Form S-3 (Registration No. 333-52522) and
1,176 shares are registered pursuant to this registration statement.
(8) Includes 9,520 shares of common stock with respect to which Ms.
Stevenson 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).
(9) Includes 34,200 shares of common stock with respect to which Mr.
Whiting 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) and also includes 2,814
shares of common stock owned of record by Mrs. Kay W. Whiting, spouse
of Mr. Whiting, of which 2,587 shares were registered pursuant to a
registration statement on Form S-3 (Registration No. 333-52522) and 227
shares are registered pursuant to this registration statement.
(10) Director of Toreador since July 1998.
(11) 20% of the common stock beneficially owned on July 20, 2001.
(12) Pursuant to that certain Joint Filing Agreement, entered into by and
among Lee Global Energy Fund, L.P. ("Lee Global"), Mr. Lee and Wilco
Properties, Inc. ("Wilco"), dated as of September 18, 1999 (previously
filed with the Securities and Exchange Commission 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, Mr. Lee and
Wilco may be deemed to beneficially own 1,259,720 shares of common
stock (which is approximately 20% of the shares of common stock
outstanding on July 20, 2001), including (i) the 324,486 shares owned
directly or indirectly by Mr. Lee, (ii) the assumed conversion of
Series A Preferred Stock issued to Mr. Lee into 250,000 shares of
common stock, and (iii) the 15,000 shares of common stock which Mr. Lee
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). Mr. Lee may be deemed
to have voting power and dispositive power over (i) 501,334 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.
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.
PLAN OF DISTRIBUTION
The selling stockholders, their pledgees, donees, transferees or other
successors-in-interest, may, from time to time, sell all or a portion of the
shares of common stock being registered hereunder in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such market prices or at
negotiated prices. The shares of common stock may be sold by the selling
stockholders by one or more of the following methods, without limitation:
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o block trades in which the broker or dealer so engaged will
attempt to sell the shares of common stock as agent but may
position and resell a portion of the block as principal to
facilitate the transaction;
o purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this
prospectus;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
o privately negotiated transactions;
o short sales;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
From time to time the selling stockholders may engage in short sales,
short sales against the box, puts and calls and other transactions in securities
of Toreador or derivatives thereof, and may sell and deliver the shares of
common stock in connection therewith or in settlement of securities loans. If
the selling stockholders engage in such transactions, the applicable conversion
price may be affected. From time to time the selling stockholders may pledge
their shares of common stock pursuant to the margin provisions of its customer
agreements with its brokers. Upon a default by the selling stockholders, the
broker may offer and sell the pledged shares of common stock from time to time.
In effecting sales, brokers and dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate in such
sales. Brokers or dealers may receive commissions or discounts from the selling
stockholders (or, if any such broker-dealer acts as agent for the purchaser of
such shares, from such purchaser) in amounts to be negotiated which are not
expected to exceed those customary in the types of transactions involved.
Broker-dealers may agree with the selling stockholders to sell a specified
number of such shares of common stock at a stipulated price per share, and, to
the extent such broker-dealer is unable to do so acting as agent for a selling
stockholder, to purchase as principal any unsold shares of common stock at the
price required to fulfill the broker-dealer commitment to the selling
stockholders. Broker-dealers who acquire shares of common stock as principal may
thereafter resell such shares of common stock from time to time in transactions
(which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market or otherwise at prices and on terms then prevailing at
the time of sale, at prices then related to the then-current market price or in
negotiated transactions and, in connection with such resales, may pay to or
receive from the purchasers of such shares commissions as described above. The
selling stockholders may also sell the shares of common stock in accordance with
Rule 144 under the Securities Act, rather than pursuant to this prospectus.
The selling stockholders and any broker-dealers or agents that
participate with the selling stockholders in sales of the shares of common stock
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
Toreador is required to pay all fees and expenses incident to the
registration of the shares of common stock other than fees and expenses of the
selling stockholders. The Company has agreed to indemnify the selling
stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
In order to comply with certain states' securities laws, if applicable,
the shares of common stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
common stock may not be sold unless the common stock has been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is satisfied.
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DESCRIPTION OF CAPITAL STOCK
Our authorized capital consists of 20,000,000 shares of common stock
and 4,000,000 shares of Preferred Stock. At July 20, 2001, we had:
o 6,369,944 shares of common stock outstanding
o 160,000 shares of Series A Convertible Preferred Stock
outstanding
COMMON STOCK
The holders of shares of common stock possess full voting power for the
election of directors and for all other purposes, each holder of common stock
being entitled to one vote for each share of common stock held of record by such
holder. The shares of common stock do not have cumulative voting rights. As
described below, the holders of the Series A Convertible Preferred Stock
generally have no voting rights with respect to the management of Toreador.
Subject to the right of holders of any outstanding shares of Series A
Convertible Preferred Stock, dividends may be paid on the common stock as and
when declared by Toreador's Board of Directors out of any funds of Toreador
legally available for the payment thereof. Holders of common stock have no
subscription, redemption, sinking fund, conversion or preemptive rights. The
outstanding shares of common stock are fully paid and nonassessable. After
payment is made in full to the holders of any outstanding shares of preferred
stock in the event of any liquidation, dissolution or winding up of the affairs
of Toreador, the remaining assets and funds of Toreador will be distributed to
the holders of common stock according to their respective shares.
PREFERRED STOCK
General
The Board of Directors may, without further action by Toreador's
stockholders (subject to the terms of the Series A Convertible Preferred Stock
described below), from time to time, direct the issuance of fully authorized
shares of preferred stock, in classes or series and may, at the time of
issuance, determine the powers, rights, preferences and limitations of each
class or series. Satisfaction of any dividend preferences on outstanding shares
of preferred stock would reduce the amount of funds available for the payment of
dividends on common stock. Also, holders of preferred stock would be entitled to
receive a preference payment in the event of any liquidation, dissolution or
winding up of Toreador before any payment is made to the holders of common
stock. Under certain circumstances, the issuance of such preferred stock may
render more difficult or tend to discourage a merger, tender offer or proxy
contest, the assumption of control by a holder of a large block of Toreador's
securities or the removal of incumbent management.
Description of Series A Convertible Preferred Stock
Designation and Amount. Under the certificate of designation, 160,000
shares of preferred stock are designated as "Series A Convertible Preferred
Stock" with a stated value of $25.00 per share.
Dividends. Each share of Series A Convertible Preferred Stock is
entitled to annual dividends of 9% of $25.00 per share, which are to be paid
quarterly in cash.
Priority. In the event of liquidation, dissolution or similar event,
holders of Series A Convertible Preferred Stock will have preference over the
common stock and all other capital stock to the extent of $25.00 for each share
of Series A Convertible Preferred Stock plus any accrued and unpaid dividends.
Conversion. Each holder of Series A Convertible Preferred Stock may
convert his, her or its shares into shares of common stock at any time. To
convert, the holder of Series A Convertible Preferred Stock must submit his, her
or its request, his, her or its certificate and notice to the transfer agent.
Each share of Series A Convertible Preferred Stock is convertible into shares of
common stock at a rate equal to 6.25 shares of common stock per share
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of Series A Convertible Preferred Stock (subject to certain adjustments
described below). Generally, we must issue and deliver the common stock within
three business days.
Adjustments to Conversion Price. The rate of conversion of Series A
Convertible Preferred Stock will be adjusted to account for stock splits, stock
dividends, mergers or assets distributions. In no event will fractional shares
be issued, however, because of such adjustment.
Optional Redemption by Company. At any time after December 1, 2004, we
may elect to redeem for cash any or all shares of Series A Convertible Preferred
Stock upon 15 trading days notice to the extent permitted by law and its then
available capital. The optional redemption price per share is the sum of (1)
$25.00 per share of the Series A Convertible Preferred Stock plus (2) any
accrued and unpaid dividends and such sum is then multiplied by a declining
multiplier (the "Multiplier"). The Multiplier is 105% until November 30, 2005,
104% until November 30, 2006, 103% until November 30, 2007, 102% until November
30, 2008, 101% until November 30, 2009 and 100% thereafter.
Voting Rights. The holders of Series A Convertible Preferred Stock
generally have no voting rights with respect to the management of Toreador. We
may not take an action that adversely effects the Series A Convertible Preferred
Stock without prior approval of the holders of a majority of the outstanding
shares of Series A Convertible Preferred Stock. If Toreador (1) fails to pay
four quarterly dividend payments or (2) fails to make a mandatory redemption,
the holders of Series A Convertible Preferred Stock are entitled to separately,
as a class, elect one person to our Board of Directors, who shall serve until
the event of default is cured.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC's Web site at http://www.sec.gov. Due to our name
change, our filings made prior to June 5, 2000 can be found under the name
"Toreador Royalty Corporation." Our filing made on and subsequent to June 5,
2000 can be found under the name "Toreador Resources Corporation." You may also
read and copy any document we file at the SEC's public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1(800)
SEC-0330 for further information on the public reference room.
This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf" registration process. This prospectus provides you
with a general description of the common stock the selling stockholders may
offer and information about the various alternative methods by which they may
sell the common stock. Under certain circumstances the selling stockholders may
be required to provide additional information about the method by which they
intend to sell the common stock. We will provide a prospectus supplement that
will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under this heading
"Where You Can Find More Information."
The SEC allows us to "incorporate by reference" 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 prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until the selling stockholders' offering is completed:
o Annual Report on Form 10-K for the year ended December 31,
2000;
o Quarterly Report on Form 10-Q for the quarter ended March 31,
2001; and
o Current Report on Form 8-K dated April 26, 2001.
We will provide these filings to any person, including any beneficial
owner, to whom this prospectus is delivered, at no cost, upon written or oral
request to Toreador as follows:
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4809 Cole Avenue
Suite 108
Dallas, Texas 75205
Attn: Investor Relations
You may call Gerry Cargile, Secretary of Toreador at (214) 559-3933 to
request filings. You should rely only on the information incorporated by
reference or provided in this prospectus or any prospectus supplement. We have
not authorized anyone else to provide you with different information. The
selling stockholders are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information in
this prospectus or any prospectus supplement is accurate as of any date other
than the date on the front of those documents.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Pursuant to the bylaws and the Certificate of Incorporation, as
amended, of Toreador, Toreador will indemnify to the full extent authorized by
Delaware law any director or officer of Toreador who is made or threatened to be
made a party to any action, suit or proceeding by reason of the fact that he is
or was a director or officer of Toreador. In addition, certain of Toreador's
director have indemnification agreements with Toreador in which Toreador agrees
to indemnify such directors under certain circumstances. Toreador has purchased
indemnification insurance on behalf of its directors.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the issuer pursuant to the foregoing provisions, the issuer has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
LEGAL MATTERS
The validity of the shares of common stock offered hereby have been
passed upon for the Company by its counsel, Haynes and Boone, LLP, Dallas,
Texas.
EXPERTS
The consolidated financial statements of Toreador Resources Corporation
appearing in Toreador Resources Corporation's Annual Report (Form 10-K) for the
years ended December 31, 2000, 1999 and 1998, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.
The estimates relating to Toreador Resources Corporation's proved oil
and gas reserves and future net revenues of oil and gas reserves as of December
31, 2000 and 1999, incorporated in this prospectus by reference to Toreador
Resources Corporation's Annual Report on Form 10-K for the year ended December
31, 2000 are based upon estimates of such reserves prepared by LaRoche Petroleum
Consultants, Ltd. in reliance upon its reports and upon the authority of this
firm as experts in petroleum engineering.
The estimates relating to Toreador Resources Corporation's proved oil
and gas reserves and future net revenues of oil and gas reserves as of December
31, 1998, incorporated in this prospectus by reference to Toreador Resources
Corporation's Annual Report on Form 10-K for the year ended December 31, 2000
are based upon estimates of such reserves prepared by Harlan Consulting in
reliance upon its reports and upon the authority of this firm as experts in
petroleum engineering.
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CERTAIN DEFINITIONS
The following are certain defined terms used in this prospectus:
"Bbl." One stock tank barrel, or 42 U.S. gallons liquid volume, used
herein in reference to crude oil or other liquid hydrocarbons.
"Bcf." One billion cubic feet of natural gas.
"Bcfe." One billion cubic feet of natural gas equivalents, converting
one Bbl of oil to six Mcf of natural gas.
"BOE." Barrel of oil equivalent converting six Mcf of natural gas to
one barrel of oil.
"DEVELOPMENT WELL." A well drilled within the proved boundaries of an
oil or natural gas reservoir with the intention of completing the stratigraphic
horizon known to be productive.
"DRY WELL." A development or exploratory well found to be incapable of
producing either oil or natural gas in sufficient quantities to justify
completion as an oil or natural gas well.
"EXPLORATORY WELL." A well drilled to find and produce oil or natural
gas in an unproved area, to find a new reservoir in a field previously found to
be productive of oil or natural gas in another reservoir, or to extend a known
reservoir.
"GROSS ACRES" or "GROSS WELLS." The total number of acres or wells, as
the case may be, in which a working or any type of royalty interest is owned.
"Mcf." One thousand cubic feet of natural gas.
"Mcfe." One thousand cubic feet of natural gas equivalents, converting
one Bbl of oil to six Mcf of natural gas.
"MMcf." One million cubic feet of natural gas.
"NET ACRES" or "NET WELLS." The sum of the fractional working or any
type of royalty interests owned in gross acres or gross wells.
"PRODUCING WELL" or "PRODUCTIVE WELL." A well that is producing oil or
natural gas or that is capable of production.
"PROVED DEVELOPED RESERVES" or "PROVED DEVELOPED PRODUCING." The oil
and natural gas reserves that can be expected to be recovered through existing
wells with existing equipment and operating methods. Additional oil and natural
gas expected to be obtained through the application of fluid injection or other
improved recovery techniques for supplementing the natural forces and mechanisms
of primary recovery should be included as "proved developed reserves" only after
testing by a pilot project or after the operation of an installed program has
confirmed through production response that increased recovery will be achieved.
"PROVED RESERVES." The estimated quantities of crude oil, natural gas
and natural gas liquids which geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions.
"PROVED UNDEVELOPED RESERVES." The oil and natural gas reserves that
are expected to be recovered from new wells on undrilled acreage, or from
existing wells where a relatively major expenditure is required for
recompletion. Reserves on undrilled acreage shall be limited to those drilling
units offsetting productive units that are reasonably certain of production when
drilled. Proved reserves for other undrilled units can be claimed only where it
can be demonstrated with certainty that there is continuity of production from
the existing productive formation. Under no circumstances should estimates for
proved undeveloped reserves be attributable to any acreage
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for which an application of fluid injection or other improved recovery
techniques is contemplated, unless such techniques have been proved effective by
actual tests in the area and in the same reservoir.
"ROYALTY INTEREST." An interest in an oil and natural gas property
entitling the owner to a share of oil and natural gas production free of
production costs.
"SEC PV-10." The present value of proved reserves is an estimate of the
discounted future net cash flows from each property at December 31, 2000, or as
otherwise indicated. Net cash flow is defined as net revenues less, after
deducting production and ad valorem taxes, future capital costs and operating
expenses, but before deducting federal income taxes. As required by rules of the
Securities and Exchange Commission, the future net cash flows have been
discounted at an annual rate of 10% to determine their "present value." The
present value is shown to indicate the effect of time on the value of the
revenue stream and should not be construed as being the fair market value of the
properties. In accordance with Securities and Exchange Commission rules,
estimates have been made using constant oil and natural gas prices and operating
costs, at December 31, 2000, or as otherwise indicated.
"STANDARDIZED MEASURE." Under the Standardized Measure, future cash
flows are estimated by applying year-end prices, adjusted for fixed and
determinable escalations, to the estimated future production of year-end proved
reserves. Future cash inflows are reduced by estimated future production and
development costs based on period-end costs to determine pretax cash inflows.
Future income taxes are computed by applying the statutory tax rate to the
excess inflows over the Company's tax basis in the associated properties.
Tax credits, net operating loss carryforwards, and permanent
differences are also considered in the future tax calculation. Future net cash
inflows after income taxes are discounted using a 10% annual discount rate to
arrive at the Standardized Measure.
"UNDEVELOPED ACREAGE." Lease acreage on which wells have not been
drilled or completed to a point that would permit the production of commercial
quantities of oil and natural gas regardless of whether such acreage contains
proved reserves.
"WORKING INTEREST." The operating interest which gives the owner the
right to drill, produce and conduct operating activities on the property and a
share of production, subject to all royalties, overriding royalties and other
burdens and to all exploration, development and operational costs including all
risks in connection therewith.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission Registration Fee $ 418
Nasdaq National Market Listing Fee 1,500
Transfer Agent Fees 8,000
Printing Expenses 1,000
Accounting Fees and Expenses 3,500
Legal Fees and Expenses (including fees of selling holders' counsel) 5,000
Miscellaneous Expenses 82
-------
Total $19,500
=======
All of the above expenses except the Securities and Exchange Commission
registration fee and the Nasdaq National Market listing fee are estimated. All
of such expenses will be borne by Toreador.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Toreador's Certificate of Incorporation (the "Certificate of
Incorporation"), provides that no director of Toreador will be personally liable
to Toreador or any of its stockholders for monetary damages arising from the
director's breach of fiduciary duty as a director. However, this does not apply
with respect to any action in which the director would be liable under Section
174 of the General Corporation Law of the State of Delaware ("Delaware Code")
nor does it apply with respect to any liability in which the director (i)
breached his duty of loyalty to Toreador or its stockholders; (ii) did not act
in good faith or, in failing to act, did not act in good faith; (iii) acted in a
manner involving intentional misconduct or a knowing violation of law or, in
failing to act, shall have acted in a manner involving intentional misconduct or
a knowing violation of law; or (iv) derived an improper personal benefit.
The Bylaws of Toreador provide that Toreador shall indemnify its
directors and officers and former directors and officers to the fullest extent
permitted by the Delaware Code. Pursuant to the provisions of Section 145 of the
Delaware Code, Toreador has the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding (other than an action by or in the right
of Toreador) by reason of the fact that he is or was a director, officer,
employee, or agent of Toreador, against any and all expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with such action, suit, or proceeding. The power to indemnify applies only if
such person acted in good faith and in a manner he reasonably believed to be in
the best interest, or not opposed to the best interest, of Toreador and with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of
Toreador as well, but only to the extent of defense and settlement expenses and
not to any satisfaction of a judgment or settlement of the claim itself and with
the further limitation that in such actions no indemnification shall be made in
the event of any adjudication of negligence or misconduct unless the court, in
its discretion, believes that in light of all the circumstances indemnification
should apply.
The statute further specifically provides that the indemnification
authorized thereby shall not be deemed exclusive of any other rights to which
any such officer or director may be entitled under any bylaws, agreements, vote
of stockholders or disinterested directors, or otherwise.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling Toreador
pursuant to the foregoing provisions, Toreador has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
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ITEM 16. EXHIBITS
EXHIBIT NO. EXHIBIT DESCRIPTION
2.1 Certificate of Ownership and Merger merging Toreador
Resources Corporation into Toreador Royalty
Corporation, effective June 5, 2000 (previously filed
as Exhibit 2.1 to Toreador Resources Corporation
Current Report on Form 8-K filed on June 5, 2000, and
incorporated herein by reference).
3.1 Certificate of Incorporation, as amended, of Toreador
Royalty Corporation (previously filed as Exhibit 3.1
to Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1998, and
incorporated herein by reference).
3.2 Amended and Restated Bylaws, as amended, of Toreador
Royalty Corporation (previously filed as Exhibit 3.2
to Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1998, and
incorporated herein by reference).
3.3 Certificate of Designation of Series A Convertible
Preferred Stock of Toreador Royalty Corporation,
dated December 14, 1998 (previously filed as Exhibit
10.3 to Toreador Royalty Corporation Current Report
on Form 8-K filed with the Securities and Exchange
Commission on December 31, 1998, and incorporated
herein by reference).
3.4 Amendment to Certificate of Designation of Series A
Convertible Preferred Stock of Toreador Resources
Corporation, dated December 31, 1998 (previously
filed as Exhibit 3.1 to Toreador Resources
Corporation Annual Report on Form 10-K for the year
ended December 31, 2000, and incorporated herein by
reference).
4.1 Form of Letter Agreement regarding Series A
Convertible Preferred Stock, dated as of March 15,
1999, between Toreador Royalty Corporation and the
holders of Series A Convertible Preferred Stock
(previously filed as Exhibit 4.1 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
4.2 Registration Rights Agreement, effective December 16,
1998, among Toreador Royalty Corporation and persons
party thereto (previously filed as Exhibit 10.2 to
Toreador Royalty Corporation Current Report on Form
8-K filed with the Securities and Exchange Commission
on December 31, 1998, and incorporated herein by
reference).
4.3 Settlement Agreement, dated June 25, 1998, among the
Gralee Persons, the Dane Falb Persons and Toreador
Royalty Corporation (previously filed as Exhibit 10.1
to Toreador Royalty Corporation Current Report on
Form 8-K filed with the Securities and Exchange
Commission on July 1, 1998, and incorporated herein
by reference).
19
21
EXHIBIT NO. EXHIBIT DESCRIPTION
4.4 Registration Rights Agreement, effective September
11, 2000, among Toreador Resources Corporation and
Earl E. Rossman, Jr., Representative of the Holders
(previously filed as Exhibit 4.6 to Toreador
Resources Corporation Registration Statement on Form
S-3 filed with the Securities and Exchange Commission
on December 22, 2000, and incorporated herein by
reference).
4.5 Registration Rights Agreement, effective July 31,
2000, among Toreador Royalty Corporation and persons
party thereto (previously filed as Exhibit 4.6 to
Toreador Resources Corporation Registration Statement
on Form S-3 filed with the Securities and Exchange
Commission on December 22, 2000, and incorporated
herein by reference).
5.1* Opinion of Haynes and Boone, LLP.
10.1 Employment Agreement, dated as of May 1, 1997,
between Toreador Royalty Corporation and Edward C.
Marhanka (previously filed as Exhibit 10.5 to
Toreador Royalty Corporation Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference).
10.2 Toreador Royalty Corporation 1990 Stock Option Plan
(previously filed as Exhibit 10.7 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein for
reference).
10.3 Amendment to Toreador Royalty Corporation 1990 Stock
Option Plan, effective as of May 15, 1997 (previously
filed as Exhibit 10.14 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1997, and incorporated herein by
reference).
10.4 Toreador Royalty Corporation 1994 Non-Employee
Director Stock Option Plan, as amended (previously
filed as Exhibit 10.12 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1995, and incorporated herein by
reference).
10.5 Toreador Royalty Corporation Amended and Restated
1990 Stock Option Plan, effective as of September 24,
1998 (previously filed as Exhibit A to Toreador
Royalty Corporation Preliminary Proxy Statement filed
with the Securities and Exchange Commission on March
12, 1999, and incorporated herein by reference).
10.6 Form of Indemnification Agreement, as dated as of
April 25, 1995, between Toreador Royalty Corporation
and each of the members of our Board of Directors
(previously filed as Exhibit 10 to Toreador Royalty
Corporation Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1995, and
incorporated herein by reference).
20
22
EXHIBIT NO. EXHIBIT DESCRIPTION
10.7 Toreador Royalty Corporation Amended and Restated
1990 Stock Option Plan Nonqualified Stock Option
Agreement, dated September 24, 1998, between Toreador
Royalty Corporation and G. Thomas Graves III
(previously filed as Exhibit 10.13 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.8 Toreador Royalty Corporation Amended and Restated
1990 Stock Option Plan Nonqualified Stock Option
Agreement, dated September 24, 1998, between Toreador
Royalty Corporation and John Mark McLaughlin
(previously filed as Exhibit 10.14 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.9 Loan Agreement, effective February 16, 2001, between
Toreador Resources Corporation, Toreador Exploration
& Production Inc., Toreador Acquisition Corporation
and Tormin, Inc. and Bank of Texas, National
Association (previously filed as Exhibit 10.9 to
Toreador Resources Corporation Annual Report on Form
10-K for the year ended December 31, 2000, and
incorporated herein by reference).
10.10 Purchase and Sale Agreement, effective November 24,
1999, between Lario Oil & Gas Company and Toreador
Exploration & Production Inc. (previously filed as
Exhibit 10.1 to Toreador Royalty Corporation Current
Report on Form 8-K filed on January 6, 2000, and
incorporated herein by reference).
10.11 Merger Agreement, effective September 11, 2000,
between Texona Petroleum Corporation, Toreador
Resources Corporation and Toreador Acquisition
Corporation (previously filed as Exhibit 10.1 to
Toreador Resources Corporation Current Report on Form
8-K filed on October 2, 2000, and incorporated herein
by reference).
10.12 First Amendment to Merger Agreement, effective
January 30, 2001, between Texona Petroleum
Corporation, Toreador Resources Corporation and
Toreador Acquisition Corporation (previously filed as
Exhibit 10.12 to Toreador Resources Corporation
Annual Report on Form 10-K for the year ended
December 31, 2000, and incorporated herein by
reference).
16.1 Letter on Change in Certifying Accountant from
PricewaterhouseCoopers LLP, dated June 30, 1999
(previously filed as Exhibit 16 to Amendment No. 2 to
Toreador Royalty Corporation Current Report on Form
8-K/A filed on June 30, 1999, and incorporated herein
by reference).
21.1 Subsidiaries of Toreador Resources Corporation.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of LaRoche Petroleum Consultants, Ltd.
21
23
EXHIBIT NO. EXHIBIT DESCRIPTION
23.3* Consent of Harlan Consulting.
23.4* Consent of Haynes and Boone, LLP (included in Exhibit
5.1).
24.1* Power of Attorney (See signatures in Part II).
- ----------
* Filed herewith.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement; provided, however,
that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
22
24
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
* * * * *
23
25
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 24th of July, 2001.
TOREADOR RESOURCES CORPORATION
By: /s/ G. THOMAS GRAVES III
----------------------------------
G. Thomas Graves III
President and CEO
24
26
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-3 has been signed by the following persons on
behalf of the registrant in the capacities and on the dates indicated:
Each person whose signature appears below constitutes and appoints G.
Thomas Graves III with full power to act alone, his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and on his
behalf and in his name, place and stead, in any and all capacities, to execute
any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same, as fully and to all intents and purposes as he might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their substitute or their
substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ G. Thomas Graves III President, Chief Executive Officer July 24, 2001
- ---------------------------- and Director
G. Thomas Graves III
/s/ J. W. Bullion Director July 24, 2001
- ----------------------------
J. W. Bullion
/s/ Edward Nathan Dane Director July 24, 2001
- ----------------------------
Edward Nathan Dane
/s/ Peter L. Falb Director July 24, 2001
- ----------------------------
Peter L. Falb
/s/ Thomas P. Kellogg, Jr. Director July 24, 2001
- ----------------------------
Thomas P. Kellogg, Jr.
/s/ William I. Lee Director July 24, 2001
- ----------------------------
William I. Lee
/s/ John Mark McLaughlin Director July 24, 2001
- ----------------------------
John Mark McLaughlin
/s/ Douglas Weir Vice President - Finance and July 24, 2001
- ---------------------------- Treasurer (Principal Financial
Douglas Weir and Accounting Officer)
25
27
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 Certificate of Ownership and Merger merging Toreador Resources
Corporation into Toreador Royalty Corporation, effective June
5, 2000 (previously filed as Exhibit 2.1 to Toreador Resources
Corporation Current Report on Form 8-K filed on June 5, 2000,
and incorporated herein by reference).
3.1 Certificate of Incorporation, as amended, of Toreador Royalty
Corporation (previously filed as Exhibit 3.1 to Toreador
Royalty Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
3.2 Amended and Restated Bylaws, as amended, of Toreador Royalty
Corporation (previously filed as Exhibit 3.2 to Toreador
Royalty Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
3.3 Certificate of Designation of Series A Convertible Preferred
Stock of Toreador Royalty Corporation, dated December 14, 1998
(previously filed as Exhibit 10.3 to Toreador Royalty
Corporation Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 31, 1998, and
incorporated herein by reference).
3.4 Amendment to Certificate of Designation of Series A
Convertible Preferred Stock of Toreador Resources Corporation,
dated December 31, 1998 (previously filed as Exhibit 3.1 to
Toreador Resources Corporation Annual Report on Form 10-K for
the year ended December 31, 2000, and incorporated herein by
reference).
4.1 Form of Letter Agreement regarding Series A Convertible
Preferred Stock, dated as of March 15, 1999, between Toreador
Royalty Corporation and the holders of Series A Convertible
Preferred Stock (previously filed as Exhibit 4.1 to Toreador
Royalty Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
4.2 Registration Rights Agreement, effective December 16, 1998,
among Toreador Royalty Corporation and persons party thereto
(previously filed as Exhibit 10.2 to Toreador Royalty
Corporation Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 31, 1998, and
incorporated herein by reference).
4.3 Settlement Agreement, dated June 25, 1998, among the Gralee
Persons, the Dane Falb Persons and Toreador Royalty
Corporation (previously filed as Exhibit 10.1 to Toreador
Royalty Corporation Current Report on Form 8-K filed with the
Securities and Exchange Commission on July 1, 1998, and
incorporated herein by reference).
4.4 Registration Rights Agreement, effective September 11, 2000,
among Toreador Resources Corporation and Earl E. Rossman, Jr.,
Representative of the Holders (previously filed as Exhibit 4.6
to Toreador Resources Corporation Registration Statement on
Form S-3 filed with the Securities and Exchange Commission on
December 22, 2000, and incorporated herein by reference).
26
28
4.5 Registration Rights Agreement, effective July 31, 2000, among
Toreador Royalty Corporation and persons party thereto
(previously filed as Exhibit 4.6 to Toreador Resources
Corporation Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on December 22, 2000, and
incorporated herein by reference).
5.1* Opinion of Haynes and Boone, LLP.
10.1 Employment Agreement, dated as of May 1, 1997, between
Toreador Royalty Corporation and Edward C. Marhanka
(previously filed as Exhibit 10.5 to Toreador Royalty
Corporation Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, and incorporated herein by reference).
10.2 Toreador Royalty Corporation 1990 Stock Option Plan
(previously filed as Exhibit 10.7 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year ended
December 31, 1994, and incorporated herein for reference).
10.3 Amendment to Toreador Royalty Corporation 1990 Stock Option
Plan, effective as of May 15, 1997 (previously filed as
Exhibit 10.14 to Toreador Royalty Corporation Annual Report on
Form 10-K for the year ended December 31, 1997, and
incorporated herein by reference).
10.4 Toreador Royalty Corporation 1994 Non-Employee Director Stock
Option Plan, as amended (previously filed as Exhibit 10.12 to
Toreador Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1995, and incorporated herein by
reference).
10.5 Toreador Royalty Corporation Amended and Restated 1990 Stock
Option Plan, effective as of September 24, 1998 (previously
filed as Exhibit A to Toreador Royalty Corporation Preliminary
Proxy Statement filed with the Securities and Exchange
Commission on March 12, 1999, and incorporated herein by
reference).
10.6 Form of Indemnification Agreement, as dated as of April 25,
1995, between Toreador Royalty Corporation and each of the
members of our Board of Directors (previously filed as Exhibit
10 to Toreador Royalty Corporation Quarterly Report on Form
10-Q for the quarterly period ended June 30, 1995, and
incorporated herein by reference).
10.7 Toreador Royalty Corporation Amended and Restated 1990 Stock
Option Plan Nonqualified Stock Option Agreement, dated
September 24, 1998, between Toreador Royalty Corporation and
G. Thomas Graves III (previously filed as Exhibit 10.13 to
Toreador Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated herein by
reference).
27
29
10.8 Toreador Royalty Corporation Amended and Restated 1990 Stock
Option Plan Nonqualified Stock Option Agreement, dated
September 24, 1998, between Toreador Royalty Corporation and
John Mark McLaughlin (previously filed as Exhibit 10.14 to
Toreador Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated herein by
reference).
10.9 Loan Agreement, effective February 16, 2001, between Toreador
Resources Corporation, Toreador Exploration & Production Inc.,
Toreador Acquisition Corporation and Tormin, Inc. and Bank of
Texas, National Association (previously filed as Exhibit 10.9
to Toreador Resources Corporation Annual Report on Form 10-K
for the year ended December 31, 2000, and incorporated herein
by reference).
10.10 Purchase and Sale Agreement, effective November 24, 1999,
between Lario Oil & Gas Company and Toreador Exploration &
Production Inc. (previously filed as Exhibit 10.1 to Toreador
Royalty Corporation Current Report on Form 8-K filed on
January 6, 2000, and incorporated herein by reference).
10.11 Merger Agreement, effective September 11, 2000, between Texona
Petroleum Corporation, Toreador Resources Corporation and
Toreador Acquisition Corporation (previously filed as Exhibit
10.1 to Toreador Resources Corporation Current Report on Form
8-K filed on October 2, 2000, and incorporated herein by
reference).
10.12 First Amendment to Merger Agreement, effective January 30,
2001, between Texona Petroleum Corporation, Toreador Resources
Corporation and Toreador Acquisition Corporation (previously
filed as Exhibit 10.12 to Toreador Resources Corporation
Annual Report on Form 10-K for the year ended December 31,
2000, and incorporated herein by reference).
16.1 Letter on Change in Certifying Accountant from
PricewaterhouseCoopers LLP, dated June 30, 1999 (previously
filed as Exhibit 16 to Amendment No. 2 to Toreador Royalty
Corporation Current Report on Form 8-K/A filed on June 30,
1999, and incorporated herein by reference).
21.1 Subsidiaries of Toreador Resources Corporation.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of LaRoche Petroleum Consultants, Ltd.
23.3* Consent of Harlan Consulting.
23.4* Consent of Haynes and Boone, LLP (included in Exhibit 5.1).
24.1* Power of Attorney (See signatures in Part II).
- ----------
* Filed herewith.
28