sc13da107142006_01142009.htm

0000921895-09-000132.txt : 20090115 0000921895-09-000132.hdr.sgml : 20090115 20090114184423 ACCESSION NUMBER: 0000921895-09-000132 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090115 DATE AS OF CHANGE: 20090114 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: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16472 FILM NUMBER: 09527253 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: Nanes Balkany Partners I LP CENTRAL INDEX KEY: 0001429149 IRS NUMBER: 261808145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O NANES BALKANY PARTNERS LLC STREET 2: 400 MADISON AVENUE, SUITE 12C CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 499-2993 MAIL ADDRESS: STREET 1: C/O NANES BALKANY PARTNERS LLC STREET 2: 400 MADISON AVENUE, SUITE 12C CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Nanes Delorme Partners I LP DATE OF NAME CHANGE: 20080307 SC 13D/A 1 sc13da107142006_01142009.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D sc13da107142006_01142009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Toreador Resources Corporation

(Name of Issuer)

Common Stock, $0.15625 par value

(Title of Class of Securities)

891050106

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 14, 2009

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

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

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

CUSIP NO. 891050106

1	NAME OF REPORTING PERSON NANES BALKANY PARTNERS I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,082,439 (1)
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,082,439 (1)
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,439 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
14	TYPE OF REPORTING PERSON PN

(1) Includes 35,039 shares of Common Stock currently issuable upon the conversion of certain convertible notes.

CUSIP NO. 891050106

1	NAME OF REPORTING PERSON NANES BALKANY PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,082,439 (1)
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,082,439 (1)
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,439 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
14	TYPE OF REPORTING PERSON OO

(1) Includes 35,039 shares of Common Stock currently issuable upon the conversion of certain convertible notes.

CUSIP NO. 891050106

1	NAME OF REPORTING PERSON NANES BALKANY MANAGEMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,082,439 (1)
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,082,439 (1)
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,439 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
14	TYPE OF REPORTING PERSON OO

(1) Includes 35,039 shares of Common Stock currently issuable upon the conversion of certain convertible notes.

CUSIP NO. 891050106

1	NAME OF REPORTING PERSON JULIEN BALKANY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION FRANCE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,082,439 (1)
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,082,439 (1)
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,439 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
14	TYPE OF REPORTING PERSON IN

(1) Includes 35,039 shares of Common Stock currently issuable upon the conversion of certain convertible notes.

CUSIP NO. 891050106

1	NAME OF REPORTING PERSON DARYL NANES
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,082,439 (1)
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,082,439 (1)
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,082,439 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%
14	TYPE OF REPORTING PERSON IN

(1) Includes 35,039 shares of Common Stock currently issuable upon the conversion of certain convertible notes.

CUSIP NO. 891050106

1	NAME OF REPORTING PERSON CRAIG M. MCKENZIE
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 - *
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 - *
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - *
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

* See Item 5.

CUSIP NO. 891050106

1	NAME OF REPORTING PERSON MARC SENGÈS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION FRANCE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 - *
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER - 0 - *
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 - *
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

* See Item 5.

CUSIP NO. 891050106

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned. This Amendment No. 1 amends the Schedule 13D as specifically set forth.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a) This statement is filed by Nanes Balkany Partners I LP, a Delaware limited partnership (“Nanes Balkany Partners I”), Nanes Balkany Partners LLC, a Delaware limited liability company (“Nanes Balkany Partners”), Nanes Balkany Management LLC, a Delaware limited liability company (“Nanes Balkany Management”), Julien Balkany (“Mr. Balkany”), Daryl Nanes (“Mr. Nanes”), Craig M. McKenzie (“Mr. McKenzie”) and Marc Sengès (“Mr. Sengès”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Nanes Balkany Partners is the general partner of Nanes Balkany Partners I. Nanes Balkany Management is the investment manager of Nanes Balkany Partners I. The managing members of Nanes Balkany Partners and Nanes Balkany Management are Messrs. Balkany and Nanes. By virtue of their positions with Nanes Balkany Partners and Nanes Balkany Management, Messrs. Balkany and Nanes have the sole power to vote and dispose of the Shares owned by Nanes Balkany Partners I.

(b) The principal business address of each of Nanes Balkany Partners I, Nanes Balkany Partners, Nanes Balkany Management and Messrs. Balkany and Nanes is 400 Madison Avenue, Suite 12C, New York, New York 10017. The principal business address of Mr. McKenzie is 17 Villosa Ridge Point, Calgary, Alberta, Canada T3Z 1H3. The principal business address of Mr. Sengès is 11 bis chemin du Port de Bellerive, 1245 Collonge-Bellerive, Switzerland.

(c) The principal business of Nanes Balkany Partners I is investing in securities. Nanes Balkany Partners I pursues primarily active investments in publicly traded oil and gas exploration and production companies that it believes are trading at a significant discount to their intrinsic values or where one or more potential catalysts exist that could materially unlock the inherent value of those companies. The principal business of Nanes Balkany Partners is acting as the general partner of Nanes Balkany Partners I. The principal business of Nanes Balkany Management is acting as the investment manager of Nanes Balkany Partners I. The principal occupation of Mr. Balkany is serving as a managing member and Chief Investment Officer of Nanes Balkany Partners and managing member of Nanes Balkany Management. Concurrently, Mr. Balkany is a managing director of Nanes Delorme Capital Management LLC, a Delaware corporation (“Nanes Delorme Capital”), whose principal business is to provide financial advisory and broker-dealer services. The principal occupation of Mr. Nanes is serving as the managing partner of Nanes Delorme Capital and as a managing member of Nanes Balkany Partners and Nanes Balkany Management.

CUSIP NO. 891050106

The principal occupation of Mr. McKenzie was serving as Chief Executive Officer of Canadian Superior Energy Inc., a Canadian oil and gas exploration and production company with upstream operations in Canada, Trinidad & Tobago and Tunisia/Libya, until December 2008. Mr. McKenzie left Canadian Superior Energy Inc. to pursue other interests.

The principal occupation of Mr. Sengès is serving as the Corporate Secretary and General Counsel of Progisys International, a private oil & gas services company with operations in Europe, Africa and Asia.

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Messrs. Nanes and McKenzie are citizens of the United States of America. Messrs. Balkany and Sengès are citizens of France.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 1,082,439 Shares beneficially owned in the aggregate by Nanes Balkany Partners I is approximately $8,415,043, including brokerage commissions and the purchase cost of the Issuer’s 5% Convertible Senior Notes due October 1, 2025 (the “Convertible Notes”). The securities of the Issuer owned by Nanes Balkany Partners I were acquired with partnership funds.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On January 14, 2009, Nanes Balkany Partners I delivered a letter to the Issuer nominating Messrs. Balkany, McKenzie and Sengès (the “Nominees”), as set forth therein, for election to the Issuer’s Board of Directors at the Issuer’s 2009 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”). If elected at the Annual Meeting, the Nominees will constitute a minority of the Issuer’s Board of Directors.

CUSIP NO. 891050106

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 20,263,333 Shares outstanding, which is the total number of Shares reported to be outstanding as of November 7, 2008, as reported in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 10, 2008.

As of the date hereof, Nanes Balkany Partners I beneficially owns 1,082,439 Shares, constituting approximately 5.3% of the Shares outstanding, consisting of 1,047,400 Shares owned by Nanes Balkany Partners I and 35,039 Shares currently issuable upon the conversion of $1,500,000 principal amount of Convertible Notes owned by Nanes Balkany Partners I. As the general partner of Nanes Balkany Partners I, Nanes Balkany Partners may be deemed to beneficially own the 1,082,439 Shares beneficially owned by Nanes Balkany Partners I, constituting approximately 5.3% of the Shares outstanding. As the investment manager of Nanes Balkany Partners I, Nanes Balkany Management may be deemed to beneficially own the 1,082,439 Shares beneficially owned by Nanes Balkany Partners I, constituting approximately 5.3% of the Shares outstanding. As the managing members of Nanes Balkany Partners and Nanes Balkany Management, Messrs. Balkany and Nanes may be deemed to beneficially own the 1,082,439 Shares beneficially owned by Nanes Balkany Partners I, constituting approximately 5.3% of the Shares outstanding. Messrs. Balkany and Nanes have sole voting and dispositive power with respect to the 1,082,439 Shares beneficially owned by Nanes Balkany Partners I by virtue of their authority to vote and dispose of such Shares. Nanes Balkany Partners, Nanes Balkany Management and Messrs. Balkany and Nanes disclaim beneficial ownership of the Shares beneficially owned by Nanes Balkany Partners I, except to the extent of their pecuniary interest therein.

As of the date hereof, Mr. McKenzie does not own any Shares. Mr. McKenzie, as a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, may be deemed to beneficially own the 1,082,439 Shares beneficially owned by Nanes Balkany Partners I. Mr. McKenzie disclaims beneficial ownership of the Shares beneficially owned by Nanes Balkany Partners I.

As of the date hereof, Mr. Sengès does not own any Shares. Mr. Sengès, as a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, may be deemed to beneficially own the 1,082,439 Shares beneficially owned by Nanes Balkany Partners I. Mr. Sengès disclaims beneficial ownership of the Shares beneficially owned by Nanes Balkany Partners I.

(c) Schedule A annexed hereto lists all transactions in the Shares by the Reporting Persons since the initial filing of the Schedule 13D. All of such transactions were effected in the open market.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

CUSIP NO. 891050106

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On January 14, 2009, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which the parties have agreed, among other things, (i) to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (ii) to solicit proxies for the election of the Nominees or any other person designated by the Reporting Persons to the Issuer’s Board of Directors at the Annual Meeting and to take such other actions as the Reporting Persons deem advisable, and (iii) that Nanes Balkany Partners I will bear all pre-approved expenses incurred in connection with the Reporting Persons’ activities. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Pursuant to letter agreements, Nanes Balkany Partners I has agreed to indemnify each of Messrs. McKenzie and Sengès against claims arising from the solicitation of proxies from the Issuer’s stockholders in connection with the Annual Meeting. The form of indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1.

Joint Filing and Solicitation Agreement by and among Nanes Balkany Partners I LP, Nanes Balkany Partners LLC, Nanes Balkany Management LLC, Julien Balkany, Daryl Nanes, Craig M. McKenzie and Marc Sengès, dated January 14, 2009.

99.2.

Form of Indemnification Letter Agreement.

CUSIP NO. 891050106

SIGNATURES

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

Dated: January 14, 2009

	NANES BALKANY PARTNERS I LP

	By:	Nanes Balkany Partners LLC
		General Partner

By:	/s/ Julien Balkany
	Name:	Julien Balkany
	Title:	Managing Member

NANES BALKANY PARTNERS LLC

By:	/s/ Daryl Nanes
	Name:	Daryl Nanes
	Title:	Managing Member

NANES BALKANY MANAGEMENT LLC

By:	/s/ Daryl Nanes
	Name:	Daryl Nanes
	Title:	Managing Member

	/s/ Julien Balkany
	JULIEN BALKANY

	/s/ Daryl Nanes
	DARYL NANES

	/s/ Craig M. McKenzie
	CRAIG M. MCKENZIE

	/s/ Marc Sengès
	MARC SENGÈS

CUSIP NO. 891050106

SCHEDULE A

Transactions in the Shares Since the Initial Filing of the Schedule 13D

Shares of Common Stock

Purchased

Price Per

Share ($)

Date of

Purchase

NANES BALKANY PARTNERS I LP

10,000	5.1261	12/26/2008
5,800	5.1598	12/29/2008
2,000	5.1654	12/30/2008
21,000	5.2041	12/31/2008
8,500	3.9550	01/08/2009
5,000	3.2336	01/13/2009

NANES BALKANY PARTNERS LLC

None

NANES BALKANY MANAGEMENT LLC

None

JULIEN BALKANY

None

DARYL NANES

None

CRAIG M. MCKENZIE

None

MARC SENGÈS

None

EX-99.1 2 ex991to13da107142006_011409.htm JOINT FILING AND SOLICITATION AGREEMENT ex991to13da107142006_011409.htm

Exhibit 99.1

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Toreador Resources Corporation, a Delaware corporation (“TRGL” or the “Company”); and

WHEREAS, Nanes Balkany Partners I LP, a Delaware limited partnership (“Nanes Balkany Partners I”), Nanes Balkany Partners LLC, a Delaware limited liability company and the general partner of Nanes Balkany Partners I (“Nanes Balkany Partners”), Nanes Balkany Management LLC, a Delaware limited liability company and the investment manager of Nanes Balkany Partners I (“Nanes Balkany Management”), Julien Balkany (“Mr. Balkany”), Daryl Nanes (“Mr. Nanes” and, together with Nanes Balkany Partners I, Nanes Balkany Partners, Nanes Balkany Management and Mr. Balkany, the “Nanes Balkany Group”), Craig McKenzie and Marc Sengès wish to form a group for the purpose of seeking representation on the Board of Directors of the Company at the 2009 annual meeting of stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

NOW, IT IS AGREED, this 14th day of January 2009 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of TRGL. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2. So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of TRGL, or (ii) any securities of TRGL over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3. Each of the undersigned agrees to work together for the purpose of soliciting proxies for the election of the persons nominated by Nanes Balkany Partners I to the Board of Directors of the Company at the Annual Meeting and for the purpose of taking all other actions necessary or advisable to achieve the foregoing.

4. Nanes Balkany Partners I shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agrees to pay directly all such expenses.

5. Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the parties hereto in connection with the Group’s activities set forth in Section 3 shall be first approved by Nanes Balkany Partners I, or its representatives, which approval shall not be unreasonably withheld.

6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of TRGL, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument, which may be sufficiently evidenced by one counterpart.

8. Any notice, direction or other instrument required or permitted to be given to any party hereunder shall be in writing and shall be sufficiently given if delivered personally, if sent by fax and mailed within 24 hours, if sent by certified prepaid mail or overnight courier service, to:

Any member of the Nanes Balkany Group:

Nanes Balkany Partners I LP

400 Madison Avenue, Suite 12C

New York, New York 10017

Attn: Julien Balkany

or if to Messrs. McKenzie or Sengès, to the respective address set forth on the signature pages hereto.

9. In the event of any dispute arising out of the provisions of this Agreement, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

10. Any party hereto may terminate his/its obligations under this Agreement at any time on 24 hours’ written notice to all other parties, with a copy by fax to Ron Berenblat at Olshan, Fax No. (212) 451-2222.

11. Each party acknowledges that Olshan shall act as counsel for both the Group and Nanes Balkany Partners I.

[Signature page on next page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

	NANES BALKANY PARTNERS I LP

	By:	Nanes Balkany Partners LLC
		General Partner

By:	/s/ Julien Balkany
	Name:	Julien Balkany
	Title:	Managing Member

NANES BALKANY PARTNERS LLC

By:	/s/ Daryl Nanes
	Name:	Daryl Nanes
	Title:	Managing Member

NANES BALKANY MANAGEMENT LLC

By:	/s/ Daryl Nanes
	Name:	Daryl Nanes
	Title:	Managing Member

	/s/ Julien Balkany
	JULIEN BALKANY

	/s/ Daryl Nanes
	DARYL NANES

	/s/ Craig M. McKenzie
	CRAIG M. MCKENZIE 17 Villosa Ridge Point Calgary, Alberta, Canada T3Z 1H3

	/s/ Marc Sengès
	MARC SENGÈS 11 bis chemin du Port de Bellerive 1245 Collonge-Bellerive, Switzerland

EX-99.2 3 ex992to13da107142006_011409.htm FORM OF INDEMNIFICATION LETTER AGREEMENT ex992to13da107142006_011409.htm

Exhibit 99.2

NANES BALKANY PARTNERS I LP

400 Madison Avenue, Suite 12C

New York, New York 10017

January 14, 2009

Re: Toreador Resources Corporation

Dear ___________:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Toreador Resources Corporation (the “Company”) in connection with the proxy solicitation that Nanes Balkany Partners I LP (“Nanes Balkany Partners”), and certain of its affiliates, are considering undertaking to nominate and elect directors at the Company’s 2009 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter agreement will set forth the terms of our agreement.

Nanes Balkany Partners agrees to indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this letter agreement; provided further, that all of Nanes Balkany Partners’ indemnification and other obligations hereunder shall terminate upon your becoming a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Nanes Balkany Partners prompt written notice of such claim or Loss (provided that failure to promptly notify Nanes Balkany Partners shall not relieve it from any liability which it may have on account of this letter agreement, except to the extent Nanes Balkany Partners shall have been materially prejudiced by such failure). Upon receipt of such written notice, Nanes Balkany Partners will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. Nanes Balkany Partners may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

You hereby agree to keep confidential and not disclose to any party, without the consent of Nanes Balkany Partners, any confidential, proprietary or non-public information (collectively, “Information”) of Nanes Balkany Partners or its affiliates, which you have heretofore obtained or may obtain in connection with your role as a nominee of Nanes Balkany Partners. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by Nanes Balkany Partners or its affiliates or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify Nanes Balkany Partners so that Nanes Balkany Partners or any representative thereof may seek a protective order or other appropriate remedy or, in Nanes Balkany Partners’ sole discretion, waive compliance with the terms of this letter agreement. In the event that no such protective order or other remedy is obtained or Nanes Balkany Partners does not waive compliance with the terms of this letter agreement, you may consult with counsel at the cost of Nanes Balkany Partners and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of Nanes Balkany Partners and, upon the request of a representative of Nanes Balkany Partners, all such information shall be returned or, at Nanes Balkany Partners’ option, destroyed by you, with such destruction confirmed by you to Nanes Balkany Partners in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

* * *

If you agree to the foregoing terms, please sign below to indicate your acceptance.

	Very truly yours,

	NANES BALKANY PARTNERS I LP

	By:	Nanes Balkany Partners LLC
		General Partner

By:
	Name:	Julien Balkany
	Title:	Managing Member

ACCEPTED AND AGREED:

[NOMINEE]