-----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, RPQl48Amprd3L5nZ3VuERGSbrfcd1HYevexPt5DBFcZW18GPdU9NpTLJ68GWAGc9 NmlKe3ecAJiBlxzPIdvrZw== 0000950123-07-009306.txt : 20070628 0000950123-07-009306.hdr.sgml : 20070628 20070627210637 ACCESSION NUMBER: 0000950123-07-009306 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070628 DATE AS OF CHANGE: 20070627 GROUP MEMBERS: RMB INTERNATIONAL (UK) LIMITED 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-16472 FILM NUMBER: 07944975 BUSINESS ADDRESS: STREET 1: 4809 COLE AVENUE SUITE 108 CITY: DALLAS STATE: TX ZIP: 75205 BUSINESS PHONE: 2145593933 MAIL ADDRESS: STREET 1: 4809 COLE AVENUE SUITE 108 CITY: DALLAS STATE: TX ZIP: 75205 FORMER COMPANY: FORMER CONFORMED NAME: TOREADOR ROYALTY CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: First Rand Ireland PLC CENTRAL INDEX KEY: 0001403803 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: IONA BUILDING STREET 2: 158 SHELBOURNE ROAD, BALLSBRIDGE CITY: DUBLIN STATE: L2 ZIP: 4 BUSINESS PHONE: 353 1 680 6400 MAIL ADDRESS: STREET 1: IONA BUILDING STREET 2: 158 SHELBOURNE ROAD, BALLSBRIDGE CITY: DUBLIN STATE: L2 ZIP: 4 SC 13G 1 y36582sc13g.htm ORIGINAL FILING ON SCHEDULE 13G ORIGINAL FILING ON SCHEDULE 13G
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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

Toreador Resources Corporation
(Name of Issuer)
Common Stock and 5% Convertible Senior Notes due 2025
(Title of Class of Securities)
891050106 and 891050AB2
(CUSIP Number)
June 21, 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:

     o Rule 13d-1(b)

     þ 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
 


 

                     
CUSIP No.
 
891050106 and 891050AB2
13G Page  
  of   
8 Pages

 

           
1   NAMES OF REPORTING PERSONS:
RMB International (UK) Limited
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United Kingdom
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   988,672 (1)
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    988,672 (1)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  988,672 (1)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  5.07%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
(1) Consists of 848,514 shares of Common Stock and 140,158 shares of Common Stock issuable pursuant to 5% Convertible Senior Notes due 2025 held by the Reporting Persons as to which such shares are presently exercisable.

2


 

                     
CUSIP No.
 
891050106 and 891050AB2
13G Page  
  of   
8 Pages

 

           
1   NAMES OF REPORTING PERSONS:
First Rand Ireland PLC
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
   
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o
  (b)   o
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Ireland
       
  5   SOLE VOTING POWER:
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   988,672
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    988,672
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  988,672
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  5.07%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
(1) Consists of 848,514 shares of Common Stock and 140,158 shares of Common Stock issuable pursuant to 5% Convertible Senior Notes due 2025 held by the Reporting Persons as to which such shares are presently exercisable.

3


 

                     
CUSIP No.
 
891050106 and 891050AB2
13G Page  
  of   
8 Pages
Item 1.
  (a)   Name of Issuer
 
      Toreador Resources Corporation
 
  (b)   Address of Issuer’s Principal Executive Offices
4809 Cole Avenue, Suite 108
Dallas, TX 75205
Item 2.
  (a)   Name of Person Filing
      RMB International (UK) Limited
First Rand Ireland PLC
      The Reporting Persons have entered into a Joint Filing Agreement, dated June 27, 2007, a copy of which is filed with this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
  (b)   Address of Principal Business Office, or if none, Residence
 
      The address of the principal business office of each of the Reporting Persons is
 
      RMB International (UK) Limited
Two London Bridge
London, SE1 9RA
United Kingdom
 
      First Rand Ireland PLC
Iona Building
158 Shelbourne Road
Ballsbridge
Dublin 4
Ireland
 
  (c)   Citizenship
      RMB International (UK) Limited is a limited liability company organized under the laws of the United Kingdon. First Rand Ireland PLC is public limited company organized under the laws of Ireland.
  (d)   Title of Class of Securities
 
      Common Stock and 5% Convertible Senior Notes due 2025
 
  (e)   CUSIP Number
  891050106   and 891050AB2 

4


 

                     
CUSIP No.
 
891050106 and 891050AB2
13G Page  
  of   
8 Pages
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:
      Not Applicable.
Item 4.   Ownership
      RMB International (UK) Limited (“RMB”) is the investment manager of First Rand Ireland PLC (“FRI”), and by virtue of such status may be deemed to be the beneficial owner of the 988,672 shares of Common Stock (including 140,158 shares which FRI has the right to acquire pursuant to the exercise of 5% Convertible Senior Notes due 2025) of the Issuer owned by FRI (the “FRI Shares”).
 
      RMB disclaims beneficial ownership of the FRI Shares, except to the extent of its pecuniary interest therein.
 
      Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  1.   RMB International (UK) Limited
 
  (a)   Amount beneficially owned: 988,672
 
  (b)   Percent of class: 5.07%
 
  (c)   Number of shares as to which the person has:
  (i)   Sole power to vote or to direct the vote: - 0 -
 
  (ii)   Shared power to vote or to direct the vote: 988,672
 
  (iii)   Sole power to dispose or to direct the disposition of: - 0 -
 
  (iv)   Shared power to dispose or to direct the disposition of: 988,672
  2.   First Rand Ireland PLC
 
  (a)   Amount beneficially owned: 988,672
 
  (b)   Percent of class: 5.07%
 
  (c)   Number of shares as to which the person has:
  (i)   Sole power to vote or to direct the vote: - 0 -
 
  (ii)   Shared power to vote or to direct the vote: 988,672
 
  (iii)   Sole power to dispose or to direct the disposition of: - 0 -
 
  (iv)   Shared power to dispose or to direct the disposition of: 988,672
Item 5.   Ownership of Five Percent or Less of a Class
      Not Applicable.
Item 6.   Ownership of More than Five Percent on Behalf of Another Person:
      See item 4.

5


 

                     
CUSIP No.
 
891050106 and 891050AB2
13G Page  
  of   
8 Pages
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
      Not Applicable.
Item 8.   Identification and Classification of Members of the Group
 
    Not Applicable.
Item 9.   Notice of Dissolution of Group
 
    Not Applicable.
Item 10.   Certification
By signing below I certify that, to the best of my 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 participant in any transaction having that purpose or effect.

6


 

                     
CUSIP No.
 
891050106 and 891050AB2
13G Page  
  of   
8 Pages
SIGNATURE
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 27, 2007
         
  RMB INTERNATIONAL (UK) LIMITED
 
 
  By:   /s/ Caryn Nicolai  
    Name:   Caryn Nicolai   
    Title:   Equities Accountant  
 
         
  FIRST RAND IRELAND PLC
 
 
  By:   /s/ Stephen Peters  
    Name:   Stephen Peters   
    Title:   Chief Operations Officer  
 

7

EX-99.A 2 y36582exv99wa.htm EX-99.A: JOINT FILING AGREEMENT EX-99.A
 

Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree as follows:
     (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
     (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Date: June 27, 2007
         
  RMB INTERNATIONAL (UK) LIMITED
 
 
  By:   /s/ Caryn Nicolai  
    Name:   Caryn Nicolai   
    Title:   Equities Accountant  
 
  FIRST RAND IRELAND PLC
 
 
  By:   /s/ Stephen Peters  
    Name:   Stephen Peters   
    Title:   Chief Operations Officer  
 

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