-----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, Wjc6/m/RXOSMrId0iozdeb7SQd0VHarFYfgqNClc+ifsDvTPXutlVhBbZXfY5BEV qFP0CMTZm/HwBosd+W6AOQ== 0000914121-99-001003.txt : 19991029 0000914121-99-001003.hdr.sgml : 19991029 ACCESSION NUMBER: 0000914121-99-001003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991028 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH PETROLEUM CORP CENTRAL INDEX KEY: 0000943861 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760466193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44491 FILM NUMBER: 99736161 BUSINESS ADDRESS: STREET 1: 333 TEXAS STREET STREET 2: SUITE 1375 CITY: SHREVEPORT STATE: LA ZIP: 71101-5319 BUSINESS PHONE: 3184291375 MAIL ADDRESS: STREET 1: 333 TEXAS STREET STREET 2: SUITE 1375 CITY: 333 TEXAS STREET STATE: LA ZIP: 71101-5319 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MALLOY PATRICK E CENTRAL INDEX KEY: 0001096528 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: BAY STREET AT THE WATERFRONT CITY: SAG HARBOR STATE: NY ZIP: 11963 MAIL ADDRESS: STREET 1: BAY STREET AT THE WATERFRONT CITY: SAG HARBOR STATE: NY ZIP: 11963 SC 13D 1 GENERAL STATEMENT OF BENEFICIAL OWNERSHIP [CADWALADER, WICKERSHAM & TAFT LETTERHEAD] October 28, 1999 VIA EDGAR - --------- Securities and Exchange Commission Division of Corporate Finance 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Schedule 13D on Behalf of Patrick E. Malloy ------------------------------------------- Ladies and Gentlemen: We hereby file Schedule 13D under the Securities Exchange Act of 1934, as amended, on behalf of Patrick E. Malloy, to report ownership of more than 20% of the common stock, par value $0.20 per share, of Goodrich Petroleum Corp. (the "Issuer"). Copies of the Schedule 13D are also being filed with the Issuer. Please telephone the undersigned at (212) 504-6436 if you have any questions or comments. Very truly yours, /s/ William P. Mills, III William P. Mills, III cc: Goodrich Petroleum Corp. Patrick E. Malloy SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___) Goodrich Petroleum Corp. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.20 - -------------------------------------------------------------------------------- (Title of Class of Securities) 382410 10 8 ----------------------------------------------------- (CUSIP Number) Dennis J. Block, Esq. Cadwalader, Wickersham & Taft 100 Maiden Lane New York, NY 10038 (212) 504-5555 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 21, 1999 ----------------------------------------------------- (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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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). CUSIP NO. 382410 10 8 SCHEDULE 13D - --------------------------- --------------------------- CUSIP NO. 382410 10 8 PAGE 2 OF 7 PAGES - --------------------------- --------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Patrick E. Malloy - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A) [ ] (B)[X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,244,800 NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,244,800 PERSON -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,244,800 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20. 55% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- PAGE 3 OF 7 PAGES ITEM 1. SECURITY AND ISSUER This statement relates to shares of common stock, $0.20 par value per share (the "Common Stock"), of Goodrich Petroleum Corporation (the "Corporation"). On October 12, 1999, Patrick E. Malloy (the "Reporting Person") filed a Schedule 13G disclosing his beneficial ownership of more than 5% of the Common Stock. On October 21, 1999, the Reporting Person's beneficial ownership of the Common Stock exceeded 20% of the outstanding Common Stock, and, therefore, the Reporting Person is filing this Schedule 13D pursuant to Rule 13d-3 of the Exchange Act. The Corporation's principal executive office is located at 815 Walker, Suite 1040, Houston, TX 77002. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed by the Reporting Person. (b) The business address of the Reporting Person is: Bay Street at the Waterfront, Sag Harbor, NY 11963. (c) The Reporting Person's present principal occupation is: President of Malloy Enterprises, Inc., which specializes in real estate and other investments. (d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he 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) The Reporting Person is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The funds used by the Reporting Person to purchase the securities of the Corporation were derived from borrowing through margin accounts and from personal funds. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person has acquired his beneficial ownership in the shares of Common Stock for investment purposes. The Reporting Person does not have any present plan or proposal as a stockholder which relates to, or would result in any action with respect to, the matters listed in paragraphs (b) through (j) of Item 4 of Schedule 13D. In the future, the PAGE 4 OF 7 PAGES Reporting Person may decide to purchase additional shares of Common Stock in the open market or a private transaction, or to sell any or all of his shares of Common Stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) According to the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, as of August 13, 1999, the Corporation had issued and outstanding 5,277,703 shares of Common Stock. The Reporting Person is the beneficial owner of 1,244,800 shares of Common Stock or 20.55% of the outstanding Common Stock, consisting of (i) 464,800 shares of Common Stock, (ii) $1,200,000 of Goodrich Petroleum Company LLC Convertible Notes which are currently convertible into 300,000 shares of Common Stock, (iii) 150,000 Preferred Units of Goodrich Petroleum Company LLC which are currently convertible into 150,000 shares of Common Stock, and (iv) warrants to purchase 330,000 shares of Common Stock, which are currently exercisable. (b) The Reporting Person has the sole power to vote, or to direct the vote of, 1,244,800 shares of Common Stock and sole power to dispose of, or to direct the disposition of, 1,244,800 shares of Common Stock. (c) See attached Schedule A. (d) Not Applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. PAGE 5 OF 7 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: October 28, 1999. /S/ PATRICK E. MALLOY ------------------------------ PATRICK E. MALLOY PAGE 6 OF 7 PAGES SCHEDULE A Transactions in Shares of Common Stock over the 60 days preceding October 28, 1999. Purchase or Price Per Date Number of Shares Sale (1) Share (2) ---- ---------------- -------- --------- Patrick E Molloy, III: 09/08/1999 5,000 Purchase $1.06 09/08/1999 3,000 Purchase $1.06 09/09/1999 3,500 Purchase $1.06 09/09/1999 6,000 Purchase $1.06 09/09/1999 1,900 Purchase $1.06 09/09/1999 10,000 Purchase $1.12 09/14/1999 3,100 Purchase $1.62 09/20/1999 4,000 Purchase $2.12 09/20/1999 3,600 Purchase $1.87 09/20/1999 1,400 Purchase $1.93 09/20/1999 5,000 Purchase $2.00 09/20/1999 4,000 Purchase $2.00 09/21/1999 4,000 Purchase $2.06 09/22/1999 15,000 Purchase $2.25 09/22/1999 200 Purchase $2.18 09/22/1999 5,300 Purchase $2.25 09/22/1999 6,100 Purchase $2.25 09/23/1999 2,800 Purchase $2.31 09/23/1999 12,900 Purchase $2.37 09/24/1999 8,200 Purchase $2.48 09/27/1999 1,000 Purchase $2.62 09/27/1999 8,600 Purchase $2.68 09/28/1999 28,500 Purchase $2.59 09/28/1999 14,500 Purchase $2.59 09/29/1999 2,500 Purchase $2.42 09/30/1999 8,000 Purchase $2.60 09/30/1999 5,500 Purchase $2.60 10/01/1999 7,600 Purchase $2.57 10/01/1999 7,600 Purchase $2.57 10/04/1999 1,400 Purchase $2.62 10/05/1999 28,650 Purchase $2.61 PAGE 7 OF 7 PAGES 10/05/1999 30,050 Purchase $2.61 10/06/1999 5,800 Purchase $2.50 10/06/1999 5,800 Purchase $2.50 10/07/1999 5,600 Purchase $2.66 10/08/1999 4,000 Purchase $2.50 10/11/1999 38,500 Purchase $2.26 10/11/1999 37,000 Purchase $2.26 10/13/1999 8,000 Purchase $2.25 10/14/1999 10,500 Purchase $2.20 10/15/1999 1,500 Purchase $2.25 10/18/1999 1,600 Purchase $2.17 10/19/1999 11,500 Purchase $2.42 10/20/1999 13,800 Purchase $2.65 10/20/1999 12,100 Purchase $2.65 10/21/1999 12,100 Purchase $2.72 10/21/1999 25,900 Purchase $2.72 10/22/1999 5,800 Purchase $2.75 ------- Total 448,400 - --------------------------- (1) Open market transactions. (2) Excluding brokerage commissions. -----END PRIVACY-ENHANCED MESSAGE-----