-----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, ADn41m90Av5QTAzpBtZTlQLtCTH0E27gZop7uxSJmUuvFs3M5XPHUV8oN0lX+jbl OMpYOqnK2iUmI1p5nG3ouw== 0000950129-97-000701.txt : 19970222 0000950129-97-000701.hdr.sgml : 19970222 ACCESSION NUMBER: 0000950129-97-000701 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970131 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970214 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH PETROLEUM CORP CENTRAL INDEX KEY: 0000943861 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760466913 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12719 FILM NUMBER: 97536259 BUSINESS ADDRESS: STREET 1: 5847 SAN FELIPE STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7137809494 MAIL ADDRESS: STREET 1: 5847 SAN FELIPE SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77057 8-K 1 GOODRICH PETROLEUM - 1/31/97 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 31, 1997 (Date of earliest event reported) GOODRICH PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-7940 76-0466913 (State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 5847 San Felipe, Suite 700 Houston, Texas 77057 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code is (713) 780-9494 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On January 31, 1997, Goodrich Acquisition II, Inc., a wholly-owned subsidiary of Goodrich Petroleum Corporation completed its acquisition of the oil and gas properties of La/Cal Energy Partners II and certain working interest owners in accordance with the Exchange Agreement dated October 22, 1996 between Goodrich Petroleum Corporation, Goodrich Acquisition II, Inc., La/Cal Energy Partners II, and the owners of working interests in certain oil and gas properties. The closing terms of the transaction were such that the purchase price amounted to $16,841,000 and was comprised of $1,517,000 cash, $7,464,000 payoff of La/Cal Energy Partners II debt, and $7,500,000 in newly issued Series B convertible preferred stock of Goodrich Acquisition II, Inc. The cash and debt payoff portion of the purchase price were funded by draws against its existing credit facility with Compass Bank. In connection with the acquisition, Goodrich Petroleum Corporation merged with a wholly-owned subsidiary of Goodrich Acquisition II, Inc. and Goodrich Acquisition II, Inc. changed its name to Goodrich Petroleum Corporation. The press release announcing the consummation of the acquisition is filed as Exhibit 99.1 hereto, respectively, and is specifically incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired La/Cal Energy Partners II Independent Auditors' Report Balance Sheets at September 30, 1996 (Unaudited) and December 31, 1995 Statements of Operations for the nine months ended September 30, 1996 (Unaudited) and the period from July 7, 1995 (Inception) through December 31, 1995 Statements of Partners' Capital (Deficit) for the nine months ended September 30, 1996 (Unaudited) and the period from July 7, 1995 (Inception) through December 31, 1995 Statements of Cash Flows for the nine months ended September 30, 1996 (Unaudited) and the period from July 7, 1995 (Inception) through December 31, 1995 Notes to Financial Statements Supplemental Oil and Gas Reserve Information for the years ended December 31, 1995, 1994 and 1993 (Unaudited) Properties Contributed to La/Cal Energy Partners II Independent Auditors' Report Statements of Revenues and Direct Operating Expenses for the period from January 1, 1995 through July 7, 1995 Smythe 35-1, Hebert #1 and Warmister #1 Combining Statement of Revenues and Direct Operating Expenses for the nine months ended September 30, 1996 (Unaudited) Independent Auditors' Report Combining Statements of Revenues and Direct Operating Expenses for the year 3 ended December 31, 1995 * (b) Pro Forma Financial Information Unaudited Pro Forma Condensed Balance Sheet as of September 30, 1996 * Unaudited Pro Forma Condensed Statements of Operations for the nine months ended September 30, 1996 and for the year ended December 31, 1995 * Unaudited Pro Forma Condensed Statements of Cash Flows for the nine months ended September 30, 1996 and for the year ended December 31, 1995 * Notes to Unaudited Pro Forma Condensed Financial Information * * (incorporated by reference to the Company's definitive proxy statement dated January 7, 1997) (c) Exhibits 23.1 Consent of KPMG Peat Marwick LLP 99.1 Goodrich Petroleum Corporation Press Release Dated February 4, 1997 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. GOODRICH PETROLEUM CORPORATION By: /s/ WALTER G. GOODRICH -------------------------------------- Walter G. Goodrich President and Chief Executive Officer 5 INDEX TO EXHIBITS Exhibits Description -------- ----------- 23.1 Consent of KPMG Peat Marwick LLP 99.1 Goodrich Petroleum Corporation Press Release Dated February 4, 1997 EX-23.1 2 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Goodrich Petroleum Corporation: We consent to the use of our reports dated September 25, 1996 related to the balance sheet of La/Cal Energy Partners II as of December 31, 1995, and the related statements of operations, partner's capital (deficit), and cash flows for the period from July 7, 1995 (inception) through December 31, 1995; the statements of revenues and direct operating expenses of the Properties Contributed to La/Cal Energy Partners II for the period from January 1, 1995 through July 6, 1995 and the years ended December 31, 1994 and 1993; and the statements of revenues and direct operating expenses of the Hebert #1 and Warminster #1 Properties for the periods from March 1, 1995 and November 1, 1995, through December 31, 1995, respectively, which reports are incorporated by reference in Form 8-K of Goodrich Petroleum Corporation filed on or about February 14, 1997. KPMG PEAT MARWICK LLP Shreveport, Louisiana February 14, 1997 EX-99.1 3 PRESS RELEASE - 2/4/97 1 EXHIBIT 99.1 GOODRICH PETROLEUM ANNOUNCES FAVORABLE SHAREHOLDER VOTE AND CLOSING OF ACQUISITION TRANSACTION Houston, Texas/Shreveport, Louisiana, February 4, 1997 Goodrich Petroleum Corporation announced today its shareholders have approved the issuance of 750,000 shares of Series B Convertible Preferred Stock in connection with the acquisition of the oil and properties of La/Cal Energy Partners II and certain working interest owners. The Company closed the acquisition transaction on January 31, 1997 for a purchase price after adjustments of $16,481,000, consisting of $1,517,000 cash, $7,500,000 in convertible preferred stock and the payoff of $7,464,000 in indebtedness of La/Cal Energy Partners II. The properties are located in southern Louisiana and east Texas and consisted of 2,370,000 BOE as of July 1, 1996 estimates, with 72% of the reserves being oil. Commenting on the acquisition, Goodrich president Gil Goodrich said, "We are pleased to have closed this acquisition. Our projections indicate that these properties will contribute significantly to our revenues and cash flow for 1997 and beyond. This acquisition is an important step in the future growth of our company. We believe it will further enable us to enhance the size of our company through additional financing opportunities and potentially larger acquisitions." Certain statements in this news release regarding future expectations and plans for future activities may be regarded as "forward looking statements" within the meaning of the Securities Litigation Reform Act. They are subject to various risks, such as financial market conditions, operating hazards, drilling risks, and the inherent uncertainties in interpreting engineering data relating to underground accumulations of oil and gas, as well as other risks discussed in detail in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Goodrich Petroleum is an independent oil and gas exploration and production company listed on the New York Stock Exchange. -----END PRIVACY-ENHANCED MESSAGE-----