-----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, LaLVZ28xr75/TFnQVYD4n0pmY42gYdq6ZwuQ9FAEcSci8ZgvXRh9L5l+fsViVR+1 yFLWjlNhUB2cHxIJ2GkaKA== 0000921530-08-000143.txt : 20080229 0000921530-08-000143.hdr.sgml : 20080229 20080229155513 ACCESSION NUMBER: 0000921530-08-000143 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080229 DATE AS OF CHANGE: 20080229 GROUP MEMBERS: DAVID MATLIN GROUP MEMBERS: MARK PATTERSON GROUP MEMBERS: MATLINPATTERSON CAPITAL MANAGEMENT GP LLC GROUP MEMBERS: MATLINPATTERSON CAPITAL MANAGEMENT L.P. GROUP MEMBERS: MICHAEL WATZKY 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: TX FISCAL YEAR END: 1207 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16472 FILM NUMBER: 08655610 BUSINESS ADDRESS: STREET 1: 13760 NOEL ROAD, SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2145593933 MAIL ADDRESS: STREET 1: 13760 NOEL ROAD, SUITE 1100 CITY: DALLAS STATE: TX ZIP: 75240 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_13ga1-123107.txt AMENDMENT 1; 12/31/07 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TOREADOR RESOURCES CORPORATION ------------------------------ (Name of Issuer) Common Stock, par value $0.15625 per share ------------------------------------------ (Title of Class of Securities) 891050106 --------- (CUSIP Number) December 31, 2007 ----------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] 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 on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following pages Page 1 of 12 Pages Exhibit Index: Page 11 CUSIP NO. 891050106 Page 2 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MATLINPATTERSON CAPITAL MANAGEMENT L.P. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,800,152 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,800,152 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,800,152 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 9.29% 12 Type of Reporting Person (See Instructions) IA CUSIP NO. 891050106 Page 3 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MATLINPATTERSON CAPITAL MANAGEMENT GP LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 1,800,152 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,800,152 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,800,152 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 9.29% 12 Type of Reporting Person (See Instructions) HC CUSIP NO. 891050106 Page 4 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) DAVID MATLIN 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 1,800,152 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,800,152 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,800,152 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 9.29% 12 Type of Reporting Person (See Instructions) IN CUSIP NO. 891050106 Page 5 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MARK PATTERSON 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 1,800,152 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,800,152 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,800,152 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 9.29% 12 Type of Reporting Person (See Instructions) IN CUSIP NO. 891050106 Page 6 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MICHAEL WATZKY 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [ ] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 1,800,152 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,800,152 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,800,152 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 9.29% 12 Type of Reporting Person (See Instructions) IN CUSIP NO. 891050106 Page 7 of 12 Pages Item 1(a) Name of Issuer: Toreador Resources Corporation (the "Issuer"). 1(b) Address of the Issuer's Principal Executive Offices: 13760 Noel Road Suite 1100 Dallas, TX 75240 Item 2(a) Name of Person Filing The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) MatlinPatterson Capital Management L.P. ("Matlin LP"); ii) MatlinPatterson Capital Management GP LLC ("Matlin LLC"); iii) David Matlin; iv) Mark Patterson; and v) Michael Watzky This statement relates to Shares (as defined herein) held for the account of MatlinPatterson Distressed Opportunities Master Account L.P., a limited partnership organized under the laws of the Cayman Islands ("Matlin Distressed"). Matlin LP serves as investment manager to Matlin Distressed. Matlin LLC is the general partner of Matlin LP. David Matlin and Mark Patterson each hold 50 percent of the membership interests of Matlin LLC. Michael Watzky serves as the Senior Portfolio Manager of Matlin LP. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is 520 Madison Avenue, New York, NY 10022. Item 2(c) Citizenship: i) Matlin LP is a Delaware limited partnership; ii) Matlin LLC is a Delaware limited liability company; iii) David Matlin is a United States citizen; iv) Mark Patterson is a United States citizen; and v) Michael Watzky is a United States citizen. Item 2(d) Title of Class of Securities: Common Stock, par value $0.15625 per share (the "Shares"). Item 2(e) CUSIP Number: 891050106 CUSIP NO. 891050106 Page 8 of 12 Pages Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of 1,800,152 Shares. Item 4(b) Percent of Class: As of the Date of Event, each of the Reporting Persons may be deemed to be the beneficial owner of approximately 9.29% of the total number of Shares outstanding. Item 4(c) Number of shares as to which such person has: Matlin LP --------- (i) Sole power to vote or direct the vote: 1,800,152 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,800,152 (iv) Shared power to dispose or to direct the disposition of 0 Matlin LLC ---------- (i) Sole power to vote or direct the vote: 1,800,152 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,800,152 (iv) Shared power to dispose or to direct the disposition of 0 David Matlin ------------ (i) Sole power to vote or direct the vote: 1,800,152 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,800,152 (iv) Shared power to dispose or to direct the disposition of 0 CUSIP NO. 891050106 Page 9 of 12 Pages Mark Patterson -------------- (i) Sole power to vote or direct the vote: 1,800,152 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,800,152 (iv) Shared power to dispose or to direct the disposition of 0 Michael Watzky -------------- (i) Sole power to vote or direct the vote: 1,800,152 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,800,152 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The partners of Matlin Distressed are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Shares held for the account of Matlin Distressed, in accordance with their ownership interests in Matlin 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. 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 such purpose or effect. CUSIP NO. 891050106 Page 10 of 12 Pages SIGNATURES 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: February 29, 2008 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 Date: February 29, 2008 MATLINPATTERSON CAPITAL MANAGEMENT GP LLC By: /s/ Robert H. Weiss -------------------------------------- Name: Robert H. Weiss Title: General Counsel Date: February 29, 2008 DAVID MATLIN By: /s/ David Matlin -------------------------------------- Date: February 29, 2008 MARK PATTERSON By: /s/ Mark Patterson -------------------------------------- Date: February 29, 2008 MICHAEL WATZKY By: /s/ Michael Watzky -------------------------------------- CUSIP NO. 891050106 Page 11 of 12 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of February 29, 2008, by and among MatlinPatterson Capital Management L.P., Matlin Patterson Capital Management GP LLC, David Matlin, Mark Patterson and Michael Watzky........................ 12 CUSIP NO. 891050106 Page 12 of 12 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13G with respect to the Common Stock, par value $0.15625 per share, of Toreador Resources Corporation, dated as of February 29, 2008, is, and any amendments 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 Exchange Act of 1934. Date: February 29, 2008 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 Date: February 29, 2008 MATLINPATTERSON CAPITAL MANAGEMENT GP LLC By: /s/ Robert H. Weiss -------------------------------------- Name: Robert H. Weiss Title: General Counsel Date: February 29, 2008 DAVID MATLIN By: /s/ David Matlin -------------------------------------- Date: February 29, 2008 MARK PATTERSON By: /s/ Mark Patterson -------------------------------------- Date: February 29, 2008 MICHAEL WATZKY By: /s/ Michael Watzky -------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----