SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
Goodrich Petroleum Corp.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.20
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(Title of Class of Securities)
382410 10 8
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(CUSIP Number)
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Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 10038
(212) 504-5555
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 1, 2001
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(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).
SCHEDULE 13D
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CUSIP NO. 382410 10 8 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick E. Malloy
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) / / (B) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
2,833,114 *
NUMBER OF
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,833,114 *
PERSON
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,833,114 *
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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* Mr. Malloy disclaims beneficial ownership of the 74,850 shares of Common
Stock and 23,545 shares of Preferred Stock, which are held in a trust for
Katherine C. Malloy.
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CUSIP NO. 382410 10 8 PAGE 3 OF 5 PAGES
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SCHEDULE 13D
AMENDMENT NO. 7
INTRODUCTION
This Amendment No. 7 relates to the Schedule 13D originally filed on
behalf of Patrick E. Malloy (the "Reporting Person") with the Securities and
Exchange Commission on October 28, 1999. The text of Item 5 of the Schedule 13D
is hereby amended as follows:
ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.
(a) According to the Corporation's Form 10-Q for the quarterly
period ended September 30, 2001, as of November 14, 2001 the Corporation had
issued and outstanding 17,807,662 shares of Common Stock. The Reporting Person
is the beneficial owner of 2,833,114 shares of Common Stock or 15.9% of the
outstanding Common Stock, consisting of (i) 2,367,876 shares of Common Stock,
(ii) warrants to purchase 330,000 shares of Common Stock, which are currently
exercisable, (iii) 122,850 shares of Series A Convertible Preferred Stock
("Preferred Stock"), which are currently convertible into approximately 50,676
shares of Common Stock, (iv) 74,850 shares of Common Stock held in a trust for
the benefit of Katherine C. Malloy (the "Trust"), and (v) 23,545 shares of
Preferred Stock held in the Trust, which are currently convertible into
approximately 9,712 shares of Common Stock.
Solely as a result of being granted a power of attorney with respect
to the shares held by the Trust, the Reporting Person may be deemed to
beneficially own all of the shares of Common Stock held by the Trust. The
Reporting Person disclaims beneficial ownership of those shares of Common Stock.
(b) The Reporting Person has the sole power to vote, or to direct
the vote of, 2,833,114 shares of Common Stock and sole power to dispose of, or
to direct the disposition of, 2,833,114 shares of Common Stock.
(c) On November 1, 2001, the Reporting Person was granted a power of
attorney with respect to the Trust, which trust was the beneficial owner of
74,850 shares of Common Stock and 23,454 shares of Preferred Stock. On November
1, 2001, the price per share of Common Stock was $ 4.97, and the price per share
of Preferred Stock was $ 9.05.
In addition, the Reporting Person had the following open market transactions in
shares of Common Stock over the past 60 days:
Purchase Price Per
Date Number of Shares or Sale Share
---- ---------------- ------- -------
11/26/2001 2,400 Purchase $4.51
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TOTAL 2,400
SCHEDULE 13D
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CUSIP NO. 382410 10 8 PAGE 4 OF 5 PAGES
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The Reporting Person also had the following open market transactions in shares
of Preferred Stock over the past 60 days:
Purchase Price Per
Date Number of Shares or Sale Share
---- ---------------- ------- --------
12/19/2001 500 Purchase $8.60
12/20/2001 1,000 Purchase $9.00
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TOTAL 1,500
SCHEDULE 13D
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CUSIP NO. 382410 10 8 PAGE 5 OF 5 PAGES
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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: January 10, 2002.
/s/ Patrick E. Malloy
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PATRICK E. MALLOY