Between
February 15, 2006 and January 30, 2007, PHD Partners sold an aggregate of
119,962 Shares for an aggregate price of approximately $3,456,358.75.
On
June 14, 2007, Mr. Brewer was granted 3,000 Shares consisting of restricted
stock, all of which Shares vested immediately, pursuant to the Issuers 2005
Long-Term Incentive Plan.
On
November 21, 2007, the Trust acquired 10,000 Shares for an aggregate purchase
price of $67,360 using cash on hand then held by the Trust.
On
December 18, 2007, the Trust acquired 62,500 Shares upon conversion of 250,000
shares of Series A-1 Convertible Preferred Stock that were previously issued by
the Issuer and beneficially owned through the Trust.
On
May 15, 2008, Mr. Brewer was granted 7,614 Shares consisting of restricted
stock, all of which have vested as of the date hereof, pursuant to the Issuers
2005 Long-Term Incentive Plan.
On
June 17, 2008, Mr. Brewer exercised options, previously issued by the Issuer to
Mr. Brewer, to purchase a net amount of 50,000 Shares for a net purchase price
of $262,885 using personal funds.
On
July 1, 2008, Mr. Brewer transferred an aggregate of 66,214 Shares to JD
Associates in exchange for no consideration.
On
July 1, 2008, JD Associates purchased 8,553 Shares for an aggregate purchase
price of $71,280.70 using personal funds contributed by Mr. Brewer and Mr.
Griesedieck.
Between
November 4, 2009 and January 3, 2011, JD Associates sold an aggregate of
120,500 Shares for an aggregate price of approximately $1,433,638.62.
On
November 9, 2009, Mr. Griesedieck sold 5,000 Shares held by his children, and
for which Shares he had sole voting and dispositive power pursuant to the
Connecticut Uniform Gifts to Minors Act, for an aggregate price of
approximately $45,400.
On
January 22, 2010, 5,000 Shares held in Mr. Brewers Individual Retirement
Account (the
Brewer IRA
) were sold for an aggregate price of
approximately $67,750.
On
January 26, 2010, 5,000 Shares held in the Brewer IRA were sold for an
aggregate price of approximately $65,980.
From
December 29, 2010 until January 3, 2011, the Trust sold 32,500 Shares for an
aggregate price of approximately $524,430.
On
May 31, 2011, the Trust purchased 10,000 Shares for an aggregate purchase price
of $62,517.50 using cash on hand then held by the Trust.
On
June 27, 2011, Mr. Brewer transferred 66,261 Shares to JD Associates in
exchange for no consideration.
On
July 11, 2011, the J&D Madison Foundation (the
Foundation
), a
private charitable foundation founded, and for which voting and investment
authority is shared, by Messrs. Brewer and Griesedieck, and of which Mr.
Griesedieck is the Managing Director, purchased 1,000 Shares for an aggregate
purchase price of $3,699 using cash on hand then held by the Foundation.
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Item 4.
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Purpose of Transaction.
|
Item
4 is hereby amended and restated in its entirety to read as follows:
The
Filing Persons acquired the Shares described herein for investment purposes.
Except as described herein, the Filing Persons do not have any present plans or
proposals which would result in or relate to any of the transactions described
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
As
previously reported by the Issuer, on August 9, 2011, the Issuer entered into
an Agreement and Plan of Merger and Contribution (the
Merger Agreement
)
by and among the Issuer, ZaZa Energy, LLC (
ZaZa LLC
), ZaZa Energy
Corporation, a newly-formed entity (
ZaZa Corp.
), and Thor Merger Sub
Corporation, a subsidiary of ZaZa Corp. (
Merger Sub
). The Merger
Agreement provides for, among other matters, the merger of Merger Sub with and
into the Issuer (the
Merger
), with the Issuer continuing as the
surviving entity. On September 16, 2011, the Filing Persons met with
representatives of ZaZa LLC and the Issuer in order for the Filing Persons to
discuss the Merger. Neither Filing Person has determined his position or
developed any present plan or proposal, other than tentative intentions that
have not been disclosed to the Issuer, ZaZa LLC, ZaZa Corp., MergerSub or other
third parties, with respect to the Merger, and none of which would result in or
relate to any of the transactions described in paragraphs (a) through (j) of
Item 4 of Schedule 13D.
Depending
upon a variety of factors, including, without limitation, current and
anticipated future trading prices of the Shares, changes to the composition of
the Board of Directors of the Issuer, the Merger, another merger of the Issuer,
the financial condition, results of operations and prospects of the Issuer and
general economic, market and industry conditions, the Filing Persons may also
acquire additional Shares, or sell all or part of their Shares, in open market
or privately negotiated transactions. Any open market or privately negotiated
purchases or sales of the Shares may be made by the Filing Persons at any time
without prior notice.
Depending
upon the foregoing factors and to the extent deemed advisable in light of the
general investment policies of the Filing Persons, or other factors, the Filing
Persons may formulate other purposes, plans, or proposals regarding the Issuer
or the Shares. The foregoing is subject to change at any time, and there can be
no assurance that the Filing Persons will take any of the actions set forth
above.
Mr.
Brewer was initially selected to the Board of Directors of the Issuer on
December 31, 2002. On June 10, 2008, Mr. Brewer sent a notice to the Board
of Directors of the Issuer, announcing his intention to resign from the Board
of Directors of the Issuer. On June 13, 2008, Mr. Brewer sent a
notice to the Chairman of the Board of Directors of the Issuer announcing his
resignation effective immediately.
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Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 is
hereby amended and restated in its entirety to read as follows:
(a)
Messrs. Brewer and Griesedieck may be deemed to beneficially own 1,317,261
Shares. Of the 1,317,261 Shares reported in this Item 5(a), (i) 1,200,000
Shares are held directly by Mr. Brewer, (ii) 50,000 Shares are held directly by
the Trust, (iii) 66,261 Shares are held directly by JD Associates and (iv)
1,000 Shares are held directly by the Foundation.
These
1,317,261 Shares represent approximately 5.06% of the Shares based upon
26,046,644 Shares outstanding as of November 9, 2011.
Mr.
Griesedieck has no voting power or dispositive power over (i) 1,200,000 Shares
which are held directly by Mr. Brewer and (ii) 50,000 Shares held directly
by the Trust. Mr. Griesedieck expressly disclaims beneficial ownership of such
Shares. The filing of this Amendment shall not be construed as an admission by
Mr. Griesedieck that he is, for the purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934, as amended, the beneficial owner of such
Shares.
(b)
Of the 1,317,261 Shares that may be deemed to be beneficially owned by Mr.
Brewer and Mr. Griesedieck, Mr. Brewer has (i) sole power to vote or
direct the vote of 1,200,000 Shares that are held directly by Mr. Brewer, (ii)
shared power with Herbert L. Brewer to vote or direct the vote of 50,000
Shares that
are held directly by the Trust, (iii) shared power with Mr. Griesedieck to
vote or direct the vote of 66,261 Shares that are held directly by JD
Associates, (iv) shared power with Mr. Griesedieck to vote or direct the vote
of 1,000 Shares that are held directly by the Foundation, (v) sole power
to dispose or direct the disposition of 1,200,000 Shares that are held directly
by Mr. Brewer, (vi) shared power with Herbert L. Brewer to dispose or direct
the disposition of 50,000 Shares that are held directly by the Trust,
(vii) shared power with Mr. Griesedieck to dispose or direct the
disposition of 66,261 Shares that are held directly by JD Associates and (viii)
shared power with Mr. Griesedieck to dispose or direct the disposition of 1,000
Shares that are held directly by the Foundation.
Of
the 1,317,261 Shares that may be deemed to be beneficially owned by Mr. Brewer
and Mr. Griesedieck, Mr. Griesedieck has (i) sole power to vote or direct
the vote of zero Shares, (ii) shared power with Mr. Brewer to vote or
direct the vote of 66,261 Shares that are held directly by JD Associates, (iii)
shared power with Mr. Brewer to vote or direct the vote of 1,000 Shares that
are held directly by the Foundation, (iv) sole power to dispose or direct
the disposition of zero Shares, (v) shared power with Mr. Brewer to dispose or
direct the disposition of 66,261 Shares that are held directly by JD Associates
and (vi) shared power with Mr. Brewer to dispose or direct the disposition of
1,000 Shares that are held directly by the Foundation.
(c) There have been no transactions in the Shares
by any of the Filing Persons during the past sixty days.
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|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
|
Item 6 is
hereby amended and restated in its entirety to read as follows:
On
May 15, 2006, June 14, 2007 and May 15, 2008, pursuant to the Issuers 2005
Long-Term Incentive Plan, the Issuer granted Mr. Brewer 3,000, 3,000 and 7,614
Shares, respectively, consisting of restricted stock. As of the date hereof,
all of such Shares have vested.
Mr.
Brewer, as beneficiary of the Trust, has the right to receive dividends and
proceeds from the sale of 50,000 Shares owned by the Trust as reported in Item
5(a) above.
Due
to the relationship between Mr. Brewer and Mr. Griesedieck, they may be deemed
to be acting in concert in connection with the Shares beneficially owned by
either of them. However, Mr. Griesedieck has disclaimed certain beneficial
ownership of the Shares as reported in Item 5(a) above.
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Item 7.
|
Material to Be Filed as Exhibits.
|
Item
7 is hereby amended and restated in its entirety to read as follows:
|
|
Exhibit
1
.
|
Joint Filing
Agreement, dated November 14, 2011, entered into by and between David M.
Brewer and Joseph E. Griesedieck, III.
|
|
|
Exhibit 2
.
|
Form of
Outside Director Restricted Stock Award (previously filed as Exhibit 10.2 to
Toreador Resources Corporation Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 23, 2005, File No. 0-2517 and
incorporated herein by reference).
|
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: November
14, 2011
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|
|
|
By:
|
/s/ David M.
Brewer
|
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|
|
|
|
|
|
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|
David M.
Brewer
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph
E. Griesedieck, III
|
|
|
|
|
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|
Joseph E.
Griesedieck, III
|
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EXHIBITS
|
|
|
|
Exhibit 1
.
|
Joint Filing
Agreement, dated November 14, 2011, entered into by and between David M.
Brewer and Joseph E. Griesedieck, III.
|
|
|
|
|
Exhibit 2
.
|
Form of
Outside Director Restricted Stock Award (previously filed as Exhibit 10.2 to
Toreador Resources Corporation Current Report on Form 8-K filed with the
Securities and Exchange Commission on May 23, 2005, File No. 0-2517 and
incorporated herein by reference).
|
EXHIBIT 1
JOINT FILING AGREEMENT
In
accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf
of each of them a Statement on Schedule 13D (including amendments thereto) with
regard to the common stock of Toreador Resources Corporation, a Delaware
corporation, and further agree that this Joint Filing Agreement be included as
an Exhibit to such joint filings. In evidence thereof, the undersigned, being
duly authorized, hereby execute this Joint Filing Agreement as of November 14,
2011.
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|
|
|
By:
|
/s/ David M.
Brewer
|
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David M.
Brewer
|
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|
|
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By:
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/s/ Joseph
E. Griesedieck, III
|
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Joseph E.
Griesedieck, III
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