-----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, QR0WE+5VrPMfgl4X0jjeeY93mEL+aenewYdK9Z7NIs9e7dNsbMfKYXh/UQZk77RO 4bdzUwmNPJ3Xmacd92xwHg== 0000943861-98-000015.txt : 19980217 0000943861-98-000015.hdr.sgml : 19980217 ACCESSION NUMBER: 0000943861-98-000015 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980212 SROS: NYSE 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 13G/A SEC ACT: SEC FILE NUMBER: 005-44491 FILM NUMBER: 98535006 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: 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 13G/A 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 SC 13G/A 1 AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (AMENDMENT NO. 1) Under the Securities Exchange Act of 1934 GOODRICH PETROLEUM CORPORATION (Name of Issuer) COMMON STOCK $.20 PAR VALUE (Title of Class of Securities) 382410 10 8 (CUSIP Number) CUSIP No. 382410 10 8 1. Name of Reporting Persons and IRS or SS Identification Number: (a) Walter G. Goodrich 2. Check the Appropriate Box if a Member of a Group: (a) N/A (b) N/A 3. SEC Use Only 4. Citizenship or Place of Organization: (a) United States Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 4,838,387 6. Shared Voting Power 5,426,828 7. Sole Dispositive Power 4,838,387 8. Shared Dispositive Power 5,426,828 9. Aggregate Amount Beneficially Owned by Each Reporting Person 10,265,215* 10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares No 11. Percent of Class Represented by Amount in Row 9 23.41% 12. Type of Reporting Person IN * Includes 4,402,152 shares held by HGF Partnership, and includes 1,024,676 shares issuable to HGF Partnership II upon the conversion of 114,874 shares of Series B Preferred Stock. Both partnerships are Louisiana partnerships owned by Henry Goodrich and Walter G. Goodrich. Henry Goodrich is the managing general partner of HGF Partnership and HGF Partnership II, and Walter G. Goodrich holds an indirect general partnership interest in both partnerships. Henry Goodrich exercises sole voting and investment power with respect to the shares held by both partnerships. Includes 382,668 shares issuable upon the conversion of 42,900 shares of Series B Preferred Stock. Also includes 2,201,076 shares currently owned by Goodrich Energy, Inc. and 491,965 shares issuable to Goodrich Energy, Inc. upon the conversion of 55,153 shares of Series B Preferred Stock. Walter G. Goodrich is the sole stockholder of Goodrich Energy, Inc. Also includes 13,320 shares of Common Stock issuable upon to conversion of 4,000 shares of Series A Preferred Stock and vested options to purchase 125,000 shares that are exercisable pursuant to the Company's 1995 Stock Option Plan. Henry Goodrich and Walter G. Goodrich beneficially own an aggregate of 11,011,874 shares, or 25.1% of the outstanding shares of Common Stock deemed to be outstanding. 2 CUSIP No. 382410 10 8 1. Name of Reporting Persons and IRS or SS Identification Number: (a) Goodrich Energy, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) N/A (b) N/A 3. SEC Use Only 4. Citizenship or Place of Organization: (a) United States, Louisiana Number of Shares Beneficially Owned by Each Reporting Person with: 5. Sole Voting Power 2,201,076 6. Shared Voting Power 0 7. Sole Dispositive Power 2,201,076 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,201,076 10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares No 11. Percent of Class Represented by Amount in Row 9 5.26% 12. Type of Reporting Person CO 3 Item 1(a) Name of Issuer: Goodrich Petroleum Corporation Item 1(b) Address of Issuer's principal executive offices: 5847 San Felipe, Suite 700 Houston, TX 77057 Item 2(a) Name of person filing: 1. Walter G. Goodrich 2. Goodrich Energy, Inc. Item 2(b) Address of principal business office or, if none, residence: 1. 5847 San Felipe Suite 700 Houston, TX 77057 3. 333 Texas St. Suite 1350 Shreveport, LA 71101 Item 2(c) Citizenship: 1. United States 2. Incorporated in Louisiana Item 2(d) Title of class of securities: Common Stock, $.20 par value Item 2(e) CUSIP Number: 382410 10 8 Item 3 Not Applicable Item 4 Ownership: (a) Amount beneficially owned: 10,265,215* (b) Percent of class: 23.41% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote - 4,838,387 (ii) shared power to vote or to direct the vote - 5,426,828 (iii) sole power to dispose or to direct the disposition of - 4,838,387 (iv) shared power to dispose or to direct the disposition of - 5,426,828 Item 5-10 Not Applicable * Includes 4,402,152 shares held by HGF Partnership, and includes 1,024,676 shares issuable to HGF Partnership II upon the conversion of 114,874 shares of Series B Preferred Stock. Both partnerships are Louisiana partnerships owned by Henry Goodrich and Walter G. Goodrich. Henry Goodrich is the managing general partner of HGF Partnership and HGF Partnership II, and Walter G. Goodrich holds an indirect general partnership interest in both partnerships. Henry Goodrich exercises sole voting and investment power with respect to the shares held by both partnerships. Includes 382,668 shares issuable upon the conversion of 42,900 shares of Series B Preferred Stock. Also includes 2,201,076 shares currently owned by Goodrich Energy, Inc. and 491,965 shares issuable to Goodrich Energy, Inc. upon the conversion of 55,153 shares of Series B Preferred Stock. Walter G. Goodrich is the sole stockholder of Goodrich Energy, Inc. Also includes 13,320 shares of Common Stock issuable upon to conversion of 4,000 shares of Series A Preferred Stock and vested options to purchase 125,000 shares that are exercisable pursuant to the Company's 1995 Stock Option Plan. Henry Goodrich and Walter G. Goodrich beneficially own an aggregate of 11,011,874 shares, or 25.1% of the outstanding shares of Common Stock deemed to be outstanding. 4 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. Dated: February 6, 1998 /s/ Walter G. Goodrich - ----------------------- Walter G. Goodrich Goodrich Energy, Inc. By:/s/ Walter G. Goodrich - -------------------------- Name: Walter G. Goodrich Title: President 5 -----END PRIVACY-ENHANCED MESSAGE-----