SC 13G/A 1 0001.txt SCHEDULE 13G AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (AMENDMENT NO. 5) 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: 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 670,795* 6. Shared Voting Power 509,019 7. Sole Dispositive Power 600,172* 8. Shared Dispositive Power 509,019 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,179,814* 10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares No 11. Percent of Class Represented by Amount in Row 9 8.8% 12. Type of Reporting Person IN * Includes the following securities held by Walter G. Goodrich on his own behalf: (a) 269,332 shares of common stock, (b) 1,667 shares of common stock issuable upon conversion of 4,000 shares of Series A preferred stock, (c) 47,833 shares of common stock issuable upon the conversion of 42,900 shares of Series B preferred stock and (d) options to purchase 8,333 shares of common stock. In addition, includes (a) 509,019 shares of common stock held by HGF Partnership, a Louisiana partnership, in which Walter G. Goodrich owns an indirect general partnership interest, (b) 282,134 shares of common stock owned by Goodrich Energy, Inc., a corporation with respect to which Walter G. Goodrich is the sole stockholder, and (c)61,496 shares of common stock issuable upon conversion of 55,153 shares of Series B preferred stock held by Goodrich Energy. 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 9.4% of the outstanding shares of common stock. 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 343,630* 18. Shared Voting Power 0 19. Sole Dispositive Power 343,630* 20. Shared Dispositive Power 0 21. Aggregate Amount Beneficially Owned by Each Reporting Person 343,630* 22. Check if the Aggregate Amount in Row 9 Excludes Certain Shares No 23. Percent of Class Represented by Amount in Row 9 2.6% 24. Type of Reporting Person CO * Includes 61,496 shares issuable upon conversion of 55,153 shares of Series B convertible Preferred Stock. Item 1(a) Name of Issuer: Goodrich Petroleum Corporation Item 1(b) Address of Issuer's principal executive offices: 815 Walker Street, Suite 1040 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. 815 Walker Street, Suite 1040 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: 1,179,814* (b) Percent of class: 8.8% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote - 670,795 (ii) shared power to vote or to direct the vote - 509,019 (iii) sole power to dispose or to direct the disposition of - 670,795 (iv) shared power to dispose or to direct the disposition of - 509,019 Item 5-10 Not Applicable * Includes the following securities held by Walter G. Goodrich on his own behalf: (a) 269,332 shares of common stock, (b) 1,667 shares of common stock issuable upon conversion of 4,000 shares of Series A preferred stock, (c) 47,833 shares of common stock issuable upon the conversion of 42,900 shares of Series B preferred stock and (d) options to purchase 8,333 shares of common stock. In addition, includes (a) 509,019 shares of common stock held by HGF Partnership, a Louisiana partnership, in which Walter G. Goodrich owns an indirect general partnership interest, (b) 282,134 shares of common stock owned by Goodrich Energy, Inc., a corporation with respect to which Walter G. Goodrich is the sole stockholder, and (c)61,496 shares of common stock issuable upon conversion of 55,153 shares of Series B preferred stock held by Goodrich Energy. 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 9.4% of the outstanding shares of common stock. 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 13, 2001 /s/Walter G. Goodrich ---------------------- Walter G. Goodrich Goodrich Energy, Inc. /s/Walter G. Goodrich ---------------------- Name: Walter G. Goodrich Title: President