SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
Goodrich Petroleum Corporation
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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)
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)
May 19, 2003
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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 .
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).
CUSIP NO. 382410 10 8
SCHEDULE 13D
CUSIP No. 879300 10 1 Page 2 of 36 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick E. Malloy
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
5 PF
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
5 2(d) or 2(e)[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6 United States
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SOLE VOTING POWER
7 3,977,239*
NUMBER OF
SHARES --------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8 0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9 3,977,239
REPORTING
PERSON --------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10 0*
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 3,977,239
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 22.0%
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TYPE OF REPORTING PERSON*
14 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.
CUSIP NO. 382410 10 8 PAGE 3 OF 6 PAGES
SCHEDULE 13D
AMENDMENT NO. 8
INTRODUCTION
This Amendment No. 8 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, Item 6 and Item 7
of the Schedule 13D is hereby amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the Corporation's Form 10-Q for the quarterly period ended
March 31, 2003, as of May 8, 2003 the Corporation had issued and outstanding
18,039,482 shares of Common Stock.
The Reporting Person is the beneficial owner of 3,977,239 shares of Common Stock
or 22.0% of the outstanding Common Stock, consisting of: (a) 3,322,639 shares of
common stock held by Patrick E. Malloy on his own behalf, (b) 50,676 shares of
common stock issuable upon conversion of 122,850 shares of Series A preferred
stock, (c) warrants to purchase 330,000 shares of common stock, (d) 74,850
shares of common stock held in a trust for the benefit of Katherine C. Malloy,
(e) 9,712 shares of common stock issuable upon conversion of 23,545 shares of
Series A Convertible Preferred Stock held in a trust for the benefit of
Katherine C. Malloy, (f) 74,850 shares of common stock held in a trust for the
benefit of Maggie Malloy, (g) 9,712 shares of common stock issuable upon
conversion of 23,545 shares of Series A Convertible Preferred Stock held in a
trust for the benefit of Maggie Malloy, and (h) options to purchase 10,000
shares of common stock,(i) power of attorney over 47,400 shares owned by Maggie
Malloy, and (j) power of attorney over 47,400 shares owned by Katherine Malloy.
(b) The Reporting Person has the sole power to vote, or to direct the vote of,
3,882,439 shares of Common Stock and sole power to dispose of, or to direct the
disposition of, 3,882,439 shares of Common Stock.
(c) On May 19, 2003, the Reporting Person purchased 837,180 shares of Common
Stock at a purchase price of $3.00 per share pursuant to the Purchase Agreement
described in Item 6 below.
On May 19, 2003, the Reporting Person's daughter, Maggie Malloy, puchased 47,400
shares of Common Stock at a purchase price of $3.00 per share pursuant to the
Purchase Aggeement described in Item 6 below, to which the Reporting Person has
power of attorney.
On May 19, 2003, the Reporting Person's daughter, Katherine Malloy, puchased
47,400 shares of Common Stock at a purchase price of $3.00 per share pursuant to
the Purchase Aggeement described in Item 6 below, to which the Reporting Person
has power of attorney.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person entered into a Purchase Agreement, dated as of
May 9, 2003, by and among Hambrecht & Quist Guaranty Finance, LLC, Donald M.
Campbell, Alps Investments, LLC, Campbell Associates, Donald M. Campbell Money
Purchase Pension Plan, Daniel H. Case III Living Trust U/A Dated 7/17/00, Estate
of Daniel H. Case III, Stacey B. Case Living Trust, Michael D. Fulton, Katheryn
E. Cole, Laurence L. Spitters (collectively, the "H&Q Parties"), El Coronado
Holdings, LLC, the Reporting Person, Muscular Dystrophy Association,
CUSIP NO. 382410 10 8 PAGE 4 OF 6 PAGES
Louis Benzak, John Callaghan, Ted Hartley, Maggie Malloy, Katherine Malloy,
Sheldon Appel, Michael Corbett, Neil Rego, The Gerald and Gloria Lushing Trust
of 1982, Walter G. Goodrich, Robert C. Turnham (collectively, the "Buyers"),
Goodrich Petroleum Corporation (the "Company") and Guaranty Finance Management,
LLC, solely in its capacity as the Hambrecht & Quist Representative ("Guaranty
Finance"). Pursuant to the Purchase Agreement, the Reporting Person purchased
837,180 shares of Common Stock from the H&Q Parties. Also, pursuant to the
Purchase Agreement, the Reporting Person:
(a) Granted to each H&Q Party the right and option at any time during the period
beginning on December 29, 2003 and ending at 8:00 P.M., New York City time, on
January 5, 2004 to require the Reporting Person to purchase and acquire from
such H&Q Party up to 312,250 shares of Common Stock and/or Warrants to Purchase
Shares of Common Stock. The purchase price per share of Common Stock will equal
the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted
Average Price (as defined below) for the twenty trading days immediately
preceding December 29, 2003 and (B) $4.50 (the "First Put Common Stock Price").
"Volume Weighted Average Price" means during the relevant period, the quotient
of (x) the aggregate sale price for all shares of Common Stock traded on the New
York Stock Exchange, divided by (y) the aggregate number of shares of Common
Stock traded on the New York Stock Exchange. The purchase price for each Warrant
will equal the First Put Common Stock Price per share of Common Stock under the
Warrant minus the per share exercise price of the Warrant.
(b) Granted to each H&Q Party the right and option at any time during the period
beginning on March 29, 2004 and ending at 8:00 P.M., New York City time, on
April 2, 2004 to require the Reporting Person to purchase and acquire from such
H&Q Party up to 312,250 shares of Common Stock and/or Warrants to Purchase
Shares of Common Stock. The purchase price per share of Common Stock will equal
the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted
Average Price for the twenty trading days immediately preceding March 29, 2004
and (B) $4.50 (the "Second Put Common Stock Price"). The purchase price per
Warrant will equal the Second Put Common Stock Price per share of Common Stock
under the Warrant minus the per share exercise price of the Warrant.
(c) Granted to each H&Q Party the right and option at any time during the period
beginning on June 28, 2004 and ending at 8:00 P.M., New York City time, on July
2, 2004 to require the Reporting Person to purchase and acquire from such H&Q
Party up to 312,250 shares of Common Stock and/or Warrants to Purchase Shares of
Common Stock. The purchase price per share of Common Stock will equal the
greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted
Average Price for the twenty trading days immediately preceding June 28, 2004
and (B) $4.50 (the "Third Put Common Stock Price"). The purchase price per
Warrant will equal the Third Put Common Stock Price per share of Common Stock
under the Warrant minus the per share exercise price of the Warrant.
(d) The H&Q Parties granted to the Reporting Person the right and option at any
time during the period beginning on January 6, 2004 and ending at 8:00 P.M., New
York City time, on January 12, 2004 to require the H&Q Parties to sell to the
Reporting Person up to
CUSIP NO. 382410 10 8 PAGE 5 OF 6 PAGES
312,250 shares of Common Stock and/or Warrants to Purchase Shares of Common
Stock. The purchase price per share of Common Stock will equal the greater of
(i) $2.05 and (ii) the lesser of 90% of (A) the Volume Weighted Average Price
for the twenty trading days immediately preceding December 29, 2003 and (B)
$4.50 (the "First Call Common Stock Price"). The purchase price per Warrant will
equal the First Call Common Stock Price per share of Common Stock under the
Warrant minus the per share exercise price of the Warrant.
(e) The H&Q Parties granted to the Reporting Person the right and option at any
time during the period beginning on April 5, 2004 and ending at 8:00 P.M., New
York City time, on April 9, 2004 to require the H&Q Parties to sell to the
Reporting Person up to 312,250 shares of Common Stock and/or Warrants to
Purchase Shares of Common Stock. The purchase price per share of Common Stock
will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume
Weighted Average Price for the twenty trading days immediately preceding March
29, 2004 and (B) $4.50 (the "Second Call Common Stock Price"). The purchase
price per Warrant will equal the Second Call Common Stock Price per share of
Common Stock under the Warrant minus the per share exercise price of the
Warrant.
(f) The H&Q Parties granted to the Reporting Person the right and option at any
time during the period beginning on July 6, 2004 and ending at 8:00 P.M., New
York City time, on July 12, 2004 to require the H&Q Parties to sell to the
Reporting Person up to 312,250 shares of Common Stock and/or Warrants to
Purchase Shares of Common Stock. The purchase price per share of Common Stock
will equal the greater of (i) $2.05 and (ii) the lesser of 90% of (A) the Volume
Weighted Average Price for the twenty trading days immediately preceding June
28, 2004 and (B) $4.50 (the "Third Call Common Stock Price"). The purchase price
per Warrant will equal the Third Call Common Stock Price per share of Common
Stock under the Warrant minus the per share exercise price of the Warrant.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Purchase Agreement, dated as of May 9, 2003, by and
among the H&Q Parties, the Buyers, the Company and Guaranty Finance.
CUSIP NO. 382410 10 8 PAGE 6 OF 6 PAGES
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: May 21, 2003
/s/ Patrick E. Malloy
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PATRICK E. MALLOY