-----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, KOqT+qk4Fj/7YYnxsyv+vHJpbEp74xfitW1Ftnq85TZZfucC1cFk1eTASELsv7If R2iaDii4IaSJDl4lRZ1bNg== 0000943861-04-000009.txt : 20040213 0000943861-04-000009.hdr.sgml : 20040213 20040213092226 ACCESSION NUMBER: 0000943861-04-000009 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040213 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: 1934 Act SEC FILE NUMBER: 005-44491 FILM NUMBER: 04594910 BUSINESS ADDRESS: STREET 1: 808 TRAVIS STREET 2: SUITE 1320 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7137809494 MAIL ADDRESS: STREET 1: 808 TRAVIS STREET 2: SUITE 1320 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH WALTER G CENTRAL INDEX KEY: 0001007813 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O GOODRICH PETROLEUM CO STREET 2: 808 TRAVIS, SUITE 1320 CITY: HOUSTON STATE: TX ZIP: 77002 MAIL ADDRESS: STREET 1: C/O GOODRICH PETROLEUM STREET 2: 808 TRAVIS, SUITE 1320 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13G/A 1 sc13wgg8.txt FORM SC13G/A Microsoft Word 10.0.4219;UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 8) Under the Securities Exchange Act of 1934 Goodrich Petroleum Corporation ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.20 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 382410 10 8 ------------------------------------------------------------------------------- (CUSIP Number) February 13, 2004 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ( ) Rule 13d-1(b) (x) Rule 13d-1(c) ( ) 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). 1 CUSIP No. 382410 10 8 1. Name of Reporting Persons and IRS or SS Identification Number 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 810,070 6. Shared Voting Power 480,125 7. Sole Dispositive Power 810,070 8. Shared Dispositive Power 480,125 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,290,195 10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares No 11. Percent of Class Represented by Amount in Row 9 7.2% 12. Type of Reporting Person IN * Includes the following securities held by Walter G. Goodrich on his own behalf: (a) 401,994 shares of common stock, (b) 1,667 shares of common stock issuable upon conversion of 4,000 shares of Series A preferred stock, and (c) options to purchase 25,000 shares of common stock. In addition, includes (a) 480,125 shares of common stock held by HGF Partnership, a Louisiana partnership, in which Walter G. Goodrich owns an indirect general partnership interest and (b) 381,409 shares of common stock owned by Goodrich Energy, Inc., a corporation with respect to which Walter G. Goodrich is the sole stockholder. Walter G. Goodrich may be deemed to exercise shared voting and investment power with respect to the shares held by HGF Partnership. Walter G. Goodrich exercises sole voting and investment power, with respect to the shares held by Goodrich Energy, Walter G. Goodrich and Henry Goodrich beneficially own 7.2% of the outstanding shares of common stock. 2 CUSIP No. 382410 10 8 13. Name of Reporting Persons and IRS or SS Identification Number: Goodrich Energy, Inc. 14. Check the Appropriate Box if a Member of a Group: (c) N/A (d) N/A 15. SEC Use Only 16. Citizenship or Place of Organization: Louisiana Number of Shares Beneficially Owned by Each Reporting Person with: 17. Sole Voting Power 381,409 18. Shared Voting Power 0 19. Sole Dispositive Power 381,409 20. Shared Dispositive Power 0 21. Aggregate Amount Beneficially Owned by Each Reporting Person 381,409 22. Check if the Aggregate Amount in Row 9 Excludes Certain Shares No 23. Percent of Class Represented by Amount in Row 9 2.1% 24. 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: 808 Travis Street, Suite 1320 Houston, TX 77002 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, residences: 1. 808 Travis Street, Suite 1320 Houston, TX 77002 2. 333 Texas Street, Suite 1375 Shreveport, LA 71101 Item 2 (c) Citizenship: 1. United States 2. 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 1,290,195 (b) Percent of class: 7.2% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 810,070 (ii) Shares power to vote or to direct the vote 480,125 (iii) Sole power to dispose or to direct the disposition of 810,070 (iv) Shares power to dispose or to direct the disposition of 480,125 Item 5-10 Not Applicable * Includes the following securities held by Walter G. Goodrich on his own behalf: (a) 401,994 shares of common stock, (b) 1,667 shares of common stock issuable upon conversion of 4,000 shares of Series A preferred stock, and (c) options to purchase 25,000 shares of common stock. In addition, includes (a) 480,125 shares of common stock held by HGF Partnership, a Louisiana partnership, in which Walter G. Goodrich owns an indirect general partnership interest and (b) 381,409 shares of common stock owned by Goodrich Energy, Inc., a corporation with respect to which Walter G. Goodrich is the sole stockholder. Walter G. Goodrich may be deemed to exercise shared voting and investment power with respect to the shares held by HGF Partnership. Walter G. Goodrich exercises sole voting and investment power, with respect to the shares held by Goodrich Energy, Walter G. Goodrich and Henry Goodrich beneficially own 7.2% of the outstanding shares of common stock. 4 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. Dated: February 14, 2004 ----------------- /s/ Walter G. Goodrich - ----------------------- Walter G. Goodrich Goodrich Energy, Inc. /s/ Walter G. Goodrich - ----------------------- Name: Walter G. Goodrich Title: President 5 -----END PRIVACY-ENHANCED MESSAGE-----