-----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, JlEXzlhIemEBcIWPPpCp31o0Z49/hZAK5/PRysxlLGWiuK5gm3iVlCBH1CVRJ1UL W8X9ZMZs6et+ascXb3V6LQ== 0000950134-98-003150.txt : 19980413 0000950134-98-003150.hdr.sgml : 19980413 ACCESSION NUMBER: 0000950134-98-003150 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980410 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOREADOR ROYALTY 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 13D/A SEC ACT: SEC FILE NUMBER: 005-06308 FILM NUMBER: 98591795 BUSINESS ADDRESS: STREET 1: 530 PRESTON COMMONS WEST STREET 2: 8117 PRESTON ROAD CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 2143690080 MAIL ADDRESS: STREET 1: 530 PRESTON COMMONS WEST STREET 2: 8117 PRESTON ROAD CITY: DALLAS STATE: TX ZIP: 75225 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEE GLOBAL ENERGY FUND LP CENTRAL INDEX KEY: 0001000880 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 752569264 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6688 N CENTRAL STREET 2: STE 1150 CITY: DALLAS STATE: TX ZIP: 75206 BUSINESS PHONE: 2143631171 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 2) Under the Securities Exchange Act of 1934 Toreador Royalty Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.15625 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 891041105 ------------------------------------------------------- (CUSIP Number) Janice V. Sharry, Esq. Haynes and Boone, LLP 901 Main Street, Suite 3100 Dallas, Texas 75202 (214) 651-5562 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 10, 1998 ------------------------------------------------------- (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 section 240.13d-1(e), (f) or (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 section 240.13d-7(b) for other parties to whom copies are to be sent. *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). 2 SCHEDULE 13D CUSIP No. 891041105 Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lee Global Energy Fund, L.P. 75-2569264 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] N/A - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 532,500 BENEFICIALLY ------------------------------------------------------ OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING ------------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 532,500 ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 532,500 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] N/A - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.7% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- 3 This Amendment No. 2 to Schedule 13D (this "Amendment") amends and supplements the Amendment No. 1 to Schedule 13D filed by Lee Global Energy Fund, L.P. (the "Fund"), by furnishing the information set forth below. Unless set forth below, all previous Items are unchanged. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended by the addition of the following paragraph: The Fund acquired an additional 24,500 Shares from October 6, 1997 to April 3, 1998, in open market transactions for an aggregate purchase price of $87,915.30. The 24,500 Shares were acquired utilizing working capital of the Fund. Item 4. Purpose of Transaction. Item 4 is hereby amended in its entirety as follows: The Fund initially acquired the Shares in the ordinary course of business for investment purposes. After reviewing the Company's performance, the Reporting Person is of the opinion that the Shares are currently undervalued. The Reporting Person believes that the Board of Directors and management of the Company have not during the last two years actively managed the Company and its assets and have not taken action which the Reporting Person believes would maximize long-term stockholder value consistent with the best interests of the Company's stockholders. Although the Company has previously disclosed that it is evaluating certain strategic alternatives and has hired Dain Rauscher Corporation to assist in these endeavors, the Reporting Person believes that the Company has not actively pursued all alternatives available in order to maximize the long-term value of the Company for all stockholders and may have instead embarked on a course of action which the Reporting Person believes might not be in the best interests of all stockholders. At various times, the Reporting Person has requested meetings or otherwise attempted to communicate with the Company and/or its management to discuss the various alternatives which the Reporting Person believes should be considered. In furtherance thereof, the Reporting Person sent a letter to the Board of Directors of the Company on July 31, 1997 (a copy of which was previously filed as Exhibit 7.1 to Amendment No. 1 to Schedule 13D and is incorporated herein by reference). No meeting occurred with the Company and its management following this letter and several other requests for meetings have not been granted by the Company. As a significant investor in the Company, the Fund has engaged and may continue to engage in communications with one or more stockholders and/or one or more members of the Company's Board of Directors and management regarding the Company, its operations and its prospects. With respect to communications with other stockholders, the Fund has, through these discussions, determined and/or confirmed that certain of these stockholders share the same concerns as the Reporting Person with respect to the Company and its management. In particular, during the last sixty days, the Fund has had a number of discussions with other significant stockholders regarding their concerns about the Company. As a result of these communications, on April 9, 1998, the Reporting Person sent an additional letter to the various members of the Board of Directors regarding its concerns (a copy of which letter is being filed as Exhibit 7.2 hereto and is incorporated herein by reference). In the event that the Reporting Person believes that the Board of Directors and management of the Company do not promptly take meaningful actions to actively manage the Company and its assets and to consider alternatives which would maximize the long-term value of the Company consistent with its fiduciary duties and in the best interests of the 4 Company and its stockholders, the Reporting Person may request representation on the Company's Board of Directors either immediately or in connection with the next annual meeting of stockholders. The Reporting Person reserves the right, subject to applicable law, to seek proxies, consents and/or ballots in support of any such nominees or an entire slate of directors at the annual meeting of stockholders or a subsequent meeting of stockholders or otherwise, or in support of or against other matters that may come before the Company's stockholders for their vote or consent. The Reporting Person also reserves the right to consider taking any other actions which could result in a reconstitution of the Board of Directors and management of the Company in the event the existing Board of Directors does not cause the Company to evaluate such alternatives. In addition, the Reporting Person may as a part of any such plan or as an alternative consider purchasing additional Shares, commencing a tender offer for some or all of the Shares, or entering into arrangements with third parties who may be interested in joining with the Reporting Person to acquire control of the Company through a proxy contest, tender offer or otherwise. In furtherance of the foregoing, on April 9, 1998, the Reporting Person requested from the Company certain information (a copy of which letter is being filed as Exhibit 7.3 hereto and is incorporated herein by reference). The Reporting Person may, consistent with applicable legal standards, continue communicating with other stockholders of the Company to determine if they share the same concerns as the Reporting Person with respect to its desire to have changes made in the constitution of the Board of Directors and/or its management or other changes necessary to effectuate a consideration of all alternatives to maximize long-term stockholder value. As part of its review process, the Reporting Person also is currently exploring and may explore from time to time in the future, a variety of plans and proposals with respect to the Company which could relate to or result in one or more such actions which consist of the following: (a) the acquisition of additional securities of the Company, or the disposition of securities of the Company, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of the Company or involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) a change in the present Board of Directors or management of the Company; (e) a material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in provisions in the Company's certificate of incorporation or bylaws; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. There can be no assurance that the Reporting Person will develop any plans or proposals with respect to any of the foregoing matters. Any strategies that the Reporting Person may pursue will depend upon a number of factors, including, without limitation, current and anticipated future trading prices for the Shares, the financial condition, results of operations and prospects of the Company and its businesses, the relative attractiveness of alternative business and investment opportunities, the actions of the management and the Board of Directors of the Company, and general economic, market and industry conditions. Depending upon the foregoing factors, the Reporting Person may also sell all or part of the Shares owned by it, or buy additional Shares in the open market or privately negotiated transactions at any time without further prior notice. Except as set forth above, the Reporting Person has no plans or proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. 5 Item 5. Interest in Securities of the Issuer. (a) - (b) The Fund beneficially owns 532,500 Shares (which is approximately 10.7% of the shares of Common Stock outstanding on March 17, 1998 based on information reported in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 filed with the Securities and Exchange Commission). The Fund has sole voting and dispositive power with respect to the Shares. (c) In the past sixty days, the only transactions in the Shares by the Fund were (i) the purchase of 5,000 Shares on March 11, 1998 for a purchase price per share of $3.6875, (ii) the purchase of 7,000 Shares on April 1, 1998 for a purchase price per share of $3.5625, (iii) the purchase of 2,000 Shares on April 2, 1998 for a purchase price per share of $3.5625, and (iv) the purchase of 13,500 Shares on April 3, 1998 for a purchase price per share of $3.7639. The transactions were effected through a registered broker dealer on the open market. (d) The Fund does not know any other person who has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Shares beneficially owned by the Fund. (e) Not applicable. Item 7. Material to be filed as Exhibits. Item 7 is hereby amended in its entirety as follows: 7.1 Letter dated July 31, 1997, from the Fund to the Company's Board of Directors (previously filed as Exhibit 7.1 to Amendment No. 1 to Schedule 13D). 7.2 Letter dated April 9, 1998, from the Fund to the Company's Board of Directors. 7.3 Letter dated April 9, 1998, from the Fund to the Company's Corporate Secretary. 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: April 10, 1998 LEE GLOBAL ENERGY FUND, L.P. By: Gralee Partners, L.P., its general partner By: Gralee Capital Corp., its general partner By: /s/ G. THOMAS GRAVES, III -------------------------------------- Name: G. Thomas Graves, III Title: President 6 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 7.1 Letter dated July 31, 1997, from the Fund to the Company's Board of Directors (previously filed as Exhibit 7.1 to Amendment No. 1 to Schedule 13D). 7.2 Letter dated April 9, 1998, from the Fund to the Company's Board of Directors. 7.3 Letter dated April 9, 1998, from the Fund to the Company's Corporate Secretary.
EX-7.2 2 LETTER TO COMPANY'S BOARD OF DIRECTORS 1 [GRALEE CAPITAL CORP. LETTERHEAD] April 9, 1998 VIA FEDERAL EXPRESS Board of Directors Toreador Royalty Corporation 530 Preston Commons West 8117 Preston Road Dallas, Texas 75225 To the Board of Directors of Toreador Royalty Corporation: On behalf of Lee Global Energy Fund, L.P., a holder in excess of 10% of the issued and outstanding shares of Toreador Royalty Corporation (the "Company"), we are writing to you to express our concerns regarding the management of the Company and its current course of conduct with respect to the Company and its assets and operations. Since September 1997, the Company has retained Dain Rauscher Corporation (or its predecessor) as an advisor to consider strategic alternatives available to the Company. In various filings since such date, the Company has disclosed this continued engagement and, in fact, on April 1, 1998, again issued a press release stating that ". . . it [the Company] continues to consider a variety of strategic alternatives resulting from its initial effort to develop a plan to maximize value for all Toreador shareholders." As of the date hereof, we are not yet clear as to what exactly these alternatives might be and when exactly the Company will advise its stockholders with respect to what these alternatives might be. In this regard, we have previously addressed our concerns (see our letter of July 31, 1997) that the Board of Directors may not be considering all alternatives that may be available and may instead be embarking on a single course of action or no definitive course of action which might not be consistent with the Board of Director's fiduciary duties or in the best interests of the Company and its stockholders. In order to gather more information regarding the meaning of this disclosure and the Company and its Board of Director's current intention, we previously requested additional information regarding these matters. Unfortunately, our legitimate requests to meet with management and discuss the alternatives being considered were not satisfied. 2 We can only surmise that the Company is considering a potential sale. As we detailed in our letter to you on July 31, 1997, given the Company's recent management of its assets and operations and given the current market conditions for oil and gas assets, we do not believe it is an appropriate time to effectuate a sale of the Company and to narrow the Company's focus on only one alternative. Instead, we believe a number of different alternatives should be considered. We would like the opportunity to discuss these alternatives with the Company and its management. We would like each of them (and you) to consider what the best interests of the stockholders might be. A sale of the Company at a time when oil prices are at their lowest point in nine years does not seem consistent with what the stockholders would want. We would request that the Board of Directors not make a hasty decision to alleviate the need to hire someone capable of providing effective day-to-day management for the Company. We do not believe that part-time management is capable of effectively managing the corporate assets. In addition, we do not see, and management has not presented any, downside that could result from exploring all alternatives. We would note that management of the Company (including the existing Board of Directors) prevailed in a proxy contest in 1995 as a result of statements suggesting that the Company would actively manage its mineral interests to increase reserves. No such increase has occurred. It was also suggested at such time that the Company would take action to maximize stockholder value. No significant increase in market value has resulted to the stockholders. The Committee to Maximize Stockholder Value suggested that the Company implement a share repurchase program. Although management suggested in 1995 that this was unwarranted, it recently implemented such a program. While we do not disagree, given asset values, available cash and stock prices, that stock repurchases are appropriate, we do not believe management's vacillation on this issue demonstrates a clear vision for the Company. We will file Amendment No. 2 to Schedule 13D with the Securities and Exchange Commission tomorrow, which will detail our current plans and proposals with respect to our investment and the Company. We would like the opportunity to avoid any potential "show down" with the Board of Directors and management. As a result, we would request the opportunity to discuss these matters with the Board of Directors or its representatives as soon as possible. In particular, we would like the Board of Directors to consider appointing our designated representatives to the Board of Directors as soon as possible and, in any event, in connection with the next annual meeting of stockholders. We think a similar opportunity should be available to other significant stockholders. We believe a continued ignoring of our legitimate concerns is neither in your best interests nor in the best interests of the Company and its stockholders. Certainly, we do not believe that it is consistent with making informed business judgments. We believe the failure to actively manage the trust that the stockholders have given you can not continue. 3 We would request your prompt response regarding this critical issue to all stockholders of the Company. Yours very truly, LEE GLOBAL ENERGY FUND, L.P. By: Gralee Partners, L.P., its general partner By: Gralee Capital Corp., its general partner By: /s/ G. THOMAS GRAVES, III --------------------------- Name: G. Thomas Graves, III Title: President EX-7.3 3 LETTER TO COMPANY'S CORPORATE SECRETARY 1 [GRALEE CAPITAL CORP. LETTERHEAD] April 9, 1998 VIA HAND DELIVERY AND CERTIFIED MAIL, RETURN REQUEST NO. P-912-875-119 Toreador Royalty Corporation 530 Preston Commons West 8117 Preston Road Dallas, Texas 75225 Attention: Corporate Secretary Re: Demand for Stock List and Books and Records Dear Sirs: Pursuant to Section 220 of the Delaware General Corporation Law, the undersigned hereby demands the right after five business days from the date hereof, during the usual hours of business, to inspect the following items contained in the books and records of Toreador Royalty Corporation (the "Company"), and to make copies or extracts therefrom: 1. A complete record or list of stockholders of the Company, certified by its transfer agent, and a computer disk in a specified word processing format containing the same list, in each case showing the name and address (including the zip code) of each stockholder and the number of shares of stock registered in the name of each stockholder, as of a recent date and, to the extent now or subsequently available, as of the record date for the Company's next annual meeting of stockholders (the "Annual Meeting"). 2. All transfer sheets in the possession of the Company or its transfer agent showing changes in the list of stockholders of the Company referred to above since the date of that list and all participant listings of any depositary or nominee since the date of that list. 3. All information in the Company's possession or control or which can reasonably be obtained from any central certificate depository system, as of the date of the list referred to above, concerning the number and identity of the actual beneficial owners of the Company common stock, including a breakdown of any holdings in the name of Cede & Co. and other similar nominees, including depositories, banks and brokers. 2 4. All omnibus proxies signed by depositaries and nominees relating to shares of common stock to be voted. 5. All engagement letters or other agreements or arrangements entered into by the Company with any investment banker, investment banking firm or any other individual or entity performing similar functions during the last three years, including without limitation Dain Rauscher Corporation, including a description of the services to be performed. 6. A copy of any materials prepared in connection with the engagement or advice contemplated by number 5 above, including any bidding rules or any other instructions or guidelines with respect thereto. 7. A copy of any schedule of events or tasks prepared in connection with the engagement or advice contemplated by number 5 above. 8. Minutes of the meetings of the Company's Board of Directors or any committee of the Board of Directors (or any reports in lieu of minutes) for the last three years. 9. Minutes of all meetings of stockholders for the last three years. 10. All evidence of communications (including letters, reports, proposals or other documents) received by the Company, management or its Board of Directors or members thereof, from the Company's stockholders within the last three years. 11. All documents, reports or proposals (including reports prepared for submission to the Board of Directors by any investment banker, investment banking firms or any other individual or entity performing similar functions) relating to any proposed or contemplated (i) equity investment in the Company, (ii) acquisition of the Company or any assets thereof, (iii) financing arrangements for the Company, and (iv) disposition or liquidation of the Company, including a list of all persons involved, directly or indirectly, in such transactions for the last three years. 12. A list of the Company's executive officers and directors for each of the last three years, together with a schedule of all direct and indirect compensation or other benefits and prerequisites, including car allowances, club memberships and reimbursements paid to or on behalf of such persons. 13. All employment or similar contracts between any of the persons specified in number 12 above for the periods indicated. 14. All documents or agreements to which the Company is a party that may contain provisions regarding a change of control of the Company or accelerated payments in the event of a change of control of the Company. 3 15. Any reports, opinions or appraisals of any of the Company's assets or business or any segment thereof prepared internally or externally during the last three years. 16. Any documents prepared during the last three years containing or describing any of the Company's long or short term business plans. 17. All documents, reports or proposals prepared during the last three years containing or describing any of the Company's reasons or rationales for the sale of the Company. 18. Any proposals or inquiries (whether formal or informal) received by the Company or any member of the Board of Directors with respect to the equity investment in the Company or purchase of any of its businesses or assets during the last three years. 19. Any document setting forth the terms or describing any transaction, or series of similar transactions, during the last three years, or any currently proposed transaction or series of similar transactions, to which the Company or any of its subsidiaries was or is a party, in which the amount involved exceeds $5,000 and in which any director or officer of the Company had, or will have, a direct or indirect interest. 20. Copies of all stock option plans of the Company. 21. Copies of all director and officer insurance policies. 22. A copy of the Certificate of Incorporation, as amended, of the Company. 23. A complete copy of the bylaws of the Company, including all amendments thereto. The undersigned further requests the Company to furnish the following information: 1. The record date of the next Annual Meeting of the stockholders; 2 The date of the next Annual Meeting of the stockholders, and the dates of any anticipated or scheduled special meeting of the stockholders; 3 The number of directors to be elected at the next Annual Meeting, and the names and addresses of any nominees or proposed nominees for these directorships; and 4. A list of all other matters to be acted on at the next Annual Meeting. 4 The undersigned will bear the reasonable costs incurred in connection with the inspection and with the production of the requested information. The undersigned affirms under penalty of perjury that the purpose of this demand for the information is to permit the undersigned to communicate with other stockholders of the Company on matters relating to their interest as stockholders, including possibly soliciting proxies from the stockholders to be voted at the Company's next Annual Meeting for the election of directors to be nominated by the undersigned and for all other proposals presented at such meeting. To the extent any of the information to be rendered to the undersigned may be defined confidential, the undersigned would request that such information be designated as such. The undersigned hereby authorizes Haynes and Boone, LLP, its partners and employees, and any other persons to be designated by them or by the undersigned, acting singly or in combination, to conduct, as the undersigned's agents, the inspection and copying herein requested. Unless the undersigned is otherwise notified in writing, at 9 a.m. on April 16, 1998, the undersigned will visit the Company's principal office in Dallas, Texas during the usual hours of business to inspect the stock list, books and records requested in this demand. If, within five business days after the date hereof, the Company has not responded to this demand in a manner satisfactory to the undersigned or made such information available in accordance with the preceding sentence, the undersigned will conclude that this demand has been refused, and other proper steps will be taken to exercise the right to conduct the requested inspection and to obtain the requested information. Please acknowledge receipt of this letter by signing the enclosed copy of this letter in the place indicated below and returning it to the person delivering this letter. Very truly yours, LEE GLOBAL ENERGY FUND, L.P. By: Gralee Partners, L.P., its general partner By: Gralee Capital Corp., its general partner By: /s/ G. THOMAS GRAVES, III ------------------------------------------ Name: G. Thomas Graves, III Title: President Receipt of a signed and notarized letter is hereby acknowledged on behalf of Toreador Royalty Corporation. By: -------------------------------------- Title: ----------------------------------- Date: ------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----