-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sr85XSsjzkiBaPhJwU3m8UYabKo9DZRqK0QjOWqeApWoaMZ+wduHNuy7grCe9rsL QzUCkrQ1jdd7n2H9bcKSBg== 0001019056-09-001051.txt : 20091026 0001019056-09-001051.hdr.sgml : 20091026 20091026172527 ACCESSION NUMBER: 0001019056-09-001051 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20091026 DATE AS OF CHANGE: 20091026 GROUP MEMBERS: DAVID J. MATLIN GROUP MEMBERS: MARK R. PATTERSON GROUP MEMBERS: MATLINPATTERSON CAPITAL MANAGEMENT GP LLC GROUP MEMBERS: MATLINPATTERSON CAPITAL MANAGEMENT L.P. GROUP MEMBERS: MATLINPATTERSON DISTRESSED OPPORTUNITIES MASTER ACCOUNT L.P. GROUP MEMBERS: MUNIZ SUKHADWALA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOREADOR RESOURCES CORP CENTRAL INDEX KEY: 0000098720 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 750991164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16472 FILM NUMBER: 091137574 BUSINESS ADDRESS: STREET 1: C/O TOREADOR HOLDING SAS STREET 2: 9 RUE SCRIBE CITY: PARIS STATE: I0 ZIP: 75009 BUSINESS PHONE: 33 1 47 03 34 24 MAIL ADDRESS: STREET 1: C/O TOREADOR HOLDING SAS STREET 2: 9 RUE SCRIBE CITY: PARIS STATE: I0 ZIP: 75009 FORMER COMPANY: FORMER CONFORMED NAME: TOREADOR ROYALTY CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MatlinPatterson Capital Management L.P. CENTRAL INDEX KEY: 0001416268 IRS NUMBER: 205854996 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 520 MADISON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 651-9500 MAIL ADDRESS: STREET 1: 520 MADISON AVENUE, 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 toreador_13ga2.htm SCHEDULE 13G/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.2)*

Toreador Resources Corporation
(Name of Issuer)

Common Stock, par value $0.15625 per share
(Title of Class of Securities)

891050106
(CUSIP Number)

October 22, 2009
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


o	Rule 13d-1(b)

x	Rule 13d-1(c)

o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 891050106	13G/A	Page 2 of 13 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MatlinPatterson Distressed Opportunities Master Account L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a) o
				(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0

		6	SHARED VOTING POWER 1,036,561

		7	SOLE DISPOSITIVE POWER 0

		8	SHARED DISPOSITIVE POWER 1,036,561

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,036,561

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8%

12	TYPE OF REPORTING PERSON* PN


CUSIP No. 891050106	13G/A	Page 3 of 13 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MatlinPatterson Capital Management L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a) o
				(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0

		6	SHARED VOTING POWER 1,036,561

		7	SOLE DISPOSITIVE POWER 0

		8	SHARED DISPOSITIVE POWER 1,036,561

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,036,561

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8%

12	TYPE OF REPORTING PERSON* PN, IA


CUSIP No. 891050106	13G/A	Page 4 of 13 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MatlinPatterson Capital Management GP LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a) o
				(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0

		6	SHARED VOTING POWER 1,036,561

		7	SOLE DISPOSITIVE POWER 0

		8	SHARED DISPOSITIVE POWER 1,036,561

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,036,561

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8%

12	TYPE OF REPORTING PERSON* OO, HC


CUSIP No. 891050106	13G/A	Page 5 of 13 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) David J. Matlin

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a) o
				(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0

		6	SHARED VOTING POWER 1,036,561

		7	SOLE DISPOSITIVE POWER 0

		8	SHARED DISPOSITIVE POWER 1,036,561

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,036,561

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8%

12	TYPE OF REPORTING PERSON* IN, HC


CUSIP No. 891050106	13G/A	Page 6 of 13 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Mark R. Patterson

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a) o
				(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0

		6	SHARED VOTING POWER 1,036,561

		7	SOLE DISPOSITIVE POWER 0

		8	SHARED DISPOSITIVE POWER 1,036,561

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,036,561

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8%

12	TYPE OF REPORTING PERSON* IN, HC


CUSIP No. 891050106	13G/A	Page 7 of 13 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Muniz (Mike) Sukhadwala

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a) o
				(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0

		6	SHARED VOTING POWER 1,036,561

		7	SOLE DISPOSITIVE POWER 0

		8	SHARED DISPOSITIVE POWER 1,036,561

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,036,561

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*			o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.8%

12	TYPE OF REPORTING PERSON* IN


CUSIP No. 891050106	13G/A	Page 8 of 13 Pages

PRELIMINARY NOTE: The Reporting Persons (as defined herein) originally filed a Schedule 13G on October 26, 2007 (the “Original Schedule 13G”) to report their beneficial ownership of Shares of Toreador Resources Corporation (the “Issuer”). The Reporting Persons subsequently filed a Schedule 13D on March 24, 2008 pursuant to Rule 13d-1(e) under the Securities Exchange Act of 1934, as amended (the “Act”) which was subsequently amended on June 13, 2008, June 26, 2008 and January 15, 2009 (collectively, the “Schedule 13D”).

The Reporting Persons subsequently filed Amendment No. 1 to the Original Schedule 13G (“Amendment No. 1”) to disclose that the Reporting Persons ceased to have any intention to change or influence control of the Issuer. The Reporting Persons are filing this Amendment No. 2 to the Original Schedule 13G, as amended by Amendment No. 1 to disclose that the Reporting Persons cease to beneficially own more than 5% of the Issuer’s common stock and will no longer be reporting persons.

Item 1.


(a)	Name of Issuer: Toreador Resources Corporation
(b)	Address of Issuer’s Principal Executive Offices:
	c/o Toreador Holding SAS
	9 rue Scribe
	75009 Paris, France

Item 2.


(a)	Name of Person Filing

This Statement is being filed jointly on behalf of each of the following persons (collectively, the “Reporting Persons”):


	(i)	MatlinPatterson Distressed Opportunities Master Account L.P. (“MatlinPatterson Distressed”);

	(ii)	MatlinPatterson Capital Management L.P. (“MatlinPatterson Capital Management”);

	(iii)	MatlinPatterson Capital Management GP LLC (“MatlinPatterson Capital Management GP”);

	(iv)	David J. Matlin (“David Matlin”);

	(v)	Mark R. Patterson (“Mark Patterson”); and

	(vi)	Muniz (Mike) Sukhadwala (“Mike Sukhadwala”).

This Statement relates to Shares (as defined herein) held for the account of MatlinPatterson Distressed. MatlinPatterson Capital Management serves as investment manager to MatlinPatterson Distressed. MatlinPatterson Capital Management GP is the general partner of MatlinPatterson Capital Management. MatlinPatterson Capital Management Holdings LLC, a Delaware limited liability company (“MatlinPatterson Holdings”), is the sole member of MatlinPatterson Capital Management GP. David Matlin and Mark Patterson each hold 50% of the membership interests of MatlinPatterson Holdings. Mike Sukhadwala serves as the Senior Portfolio Manager of MatlinPatterson Capital Management.


(b)	Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of the Reporting Persons is c/o MatlinPatterson Capital Management, 520 Madison Avenue, 35^th Floor, New York, NY 10022.


CUSIP No. 891050106	13G/A	Page 9 of 13 Pages


(c)	Citizenship

	MatlinPatterson Distressed is a limited partnership organized under the laws of the Cayman Islands;

	MatlinPatterson Capital Management is a Delaware limited partnership;

	MatlinPatterson Capital Management GP is a Delaware limited liability company;

	David Matlin is a United States citizen;

	Mark Patterson is a United States citizen; and

	Mike Sukhadwala is a United States citizen.

(d)	Title of Class of Securities

	Common Stock, par value $0.15625 per share (the “Shares”)

(e)	CUSIP Number

	891050106


Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

This Item 3 is not applicable.


Item 4.	Ownership.

Preliminary Note: All numbers and percentages contained in this Amendment No. 2 represent beneficial ownership of Shares deemed to be beneficially owned by the Reporting Persons as of October 22, 2009. All percentages were calculated based on the 21,494,240 Shares outstanding as of August 5, 2009 as reported by the Issuer in its Quarterly Report on Form 10-Q for the period ended June 30, 2009 filed with the Securities and Exchange Commission on August 7, 2009.


(a)	Amount beneficially owned:

	As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 1,036,561 Shares

(b)	Percent of class:

	Each of the Reporting Persons may be deemed to be the beneficial owner of approximately 4.8% of the total number of Shares outstanding.

(c)	Number of shares as to which the person has:


MatlinPatterson Distressed
(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	1,036,561

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	1,036,561

MatlinPatterson Capital Management
(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	1,036,561

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	1,036,561


CUSIP No. 891050106	13G/A	Page 10 of 13 Pages


MatlinPatterson Capital Management GP
(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	1,036,561

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	1,036,561

David Matlin
(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	1,036,561

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	1,036,561

Mark Patterson
(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	1,036,561

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	1,036,561

Mike Sukhadwala
(i)	Sole power to vote or to direct the vote	0

(ii)	Shared power to vote or to direct the vote	1,036,561

(iii)	Sole power to dispose or to direct the disposition of	0

(iv)	Shared power to dispose or to direct the disposition of	1,036,561


Item 5.	Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].


Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

The partners of MatlinPatterson Distressed are entitled to receive, or have the power to direct, the receipt of dividends from the proceeds of sales of the Shares held for the account of MatlinPatterson Distressed, in accordance with their ownership interest in MatlinPatterson Distressed.


Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

This Item 7 is not applicable.


Item 8.	Identification and Classification of Members of the Group.

This Item 8 is not applicable.


CUSIP No. 891050106	13G/A	Page 11 of 13 Pages


Item 9.	Notice of Dissolution of Group.

This Item 9 is not applicable.


Item 10.	Certification

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. 891050106	13G/A	Page 12 of 13 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Date: October 26, 2009

	MATLINPATTERSON CAPITAL MANAGEMENT L.P.

	By:	MATLINPATTERSON CAPITAL MANAGEMENT GP LLC,
		its general partner

		By:	/s/ Robert H. Weiss

			Name:	Robert H. Weiss
			Title:	General Counsel

	MATLINPATTERSON DISTRESSED OPPORTUNITES MASTER ACCOUNT L.P.

	By:	MATLINPATTERSON DOF GP LLC,
		its general partner

		By:	MP ALTERNATIVES GP HOLDINGS LLC,
			its managing member

			By:	/s/ Robert H. Weiss

				Name:	Robert H. Weiss
				Title:	General Counsel

	MATLINPATTERSON CAPITAL MANAGEMENT GP LLC

		By:	/s/ Robert H. Weiss

			Name:	Robert H. Weiss
			Title:	General Counsel

	DAVID J. MATLIN

		By:	/s/ Robert H. Weiss

			Robert H. Weiss, by power of attorney

	MARK R. PATTERSON

		By:	/s/ Robert H. Weiss

			Robert H. Weiss, by power of attorney

	MUNIZ (MIKE) SUKHADWALA

		By:	/s/ Muniz (Mike) Sukhadwala


CUSIP No. 891050106	13G/A	Page 13 of 13 Pages

EXHIBIT INDEX


Exhibit 99.1	Joint Filing Agreement, dated as of October 22, 2009, by and among MatlinPatterson Distressed, MatlinPatterson Capital Management, MatlinPatterson Capital Management GP, David Matlin, Mark Patterson and Mike Sukhadwala.

Exhibit 24.1(*)	Power of Attorney by David Matlin

Exhibit 24.2(*)	Power of Attorney by Mark Patterson

(*) Previously filed as an Exhibit to the Statement

EX-99.1 2 ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that this Amendment No. 2 to the Schedule 13G dated as of October 22, 2009 (“Amendment No. 2”), with respect to the Common Stock, par value $0.15625 per share, of Toreador Resources Corporation, is, and any future amendments to Schedule 13G filed with the SEC on October 26, 2007, as amended by Amendment No. 1 filed with the SEC on October 6, 2009 and by this Amendment No. 2 thereto (including amendments on Schedule 13D), signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended.


Dated: October 22, 2009

	MATLINPATTERSON CAPITAL MANAGEMENT L.P.

	By:	MATLINPATTERSON CAPITAL MANAGEMENT GP LLC,
		its general partner

		By:	/s/ Robert H. Weiss

			Name:	Robert H. Weiss
			Title:	General Counsel

	MATLINPATTERSON DISTRESSED OPPORTUNITES MASTER ACCOUNT L.P.

	By:	MATLINPATTERSON DOF GP LLC,
		its general partner

		By:	MP ALTERNATIVES GP HOLDINGS LLC,
			its managing member

			By:	/s/ Robert H. Weiss

				Name:	Robert H. Weiss
				Title:	General Counsel

	MATLINPATTERSON CAPITAL MANAGEMENT GP LLC

		By:	/s/ Robert H. Weiss

			Name:	Robert H. Weiss
			Title:	General Counsel

	DAVID J. MATLIN

		By:	/s/ Robert H. Weiss

			Robert H. Weiss, by power of attorney


MARK R. PATTERSON

	By:	/s/ Robert H. Weiss

		Robert H. Weiss, by power of attorney

MUNIZ (MIKE) SUKHADWALA

	By:	/s/ Muniz (Mike) Sukhadwala

		Muniz (Mike) Sukhadwala

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