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U.S. 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
Date of Report (Date of earliest event reported): August 15, 1995
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GOODRICH PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 33-58631 76-0466913
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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5847 SAN FELIPE, SUITE 700, HOUSTON, TEXAS 77057
(Zip Code)
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Registrant's telephone number, including area code: (713) 780-9494
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ITEM 2. COMBINATION, ACQUISITION OR DISPOSITION OF ASSETS.
On August 15, 1995, the transactions contemplated by the Agreement and
Plan of Merger (the "Agreement") among Patrick Petroleum Company ("Patrick"),
La/Cal Energy Partners ("La/Cal"), Goodrich Petroleum Corporation (the
"Company" or "Goodrich"), and Goodrich Acquisition, Inc. ("Goodrich
Acquisition") were completed. The Agreement provided for a combination of
Patrick and La/Cal, as a result of which the businesses previously conducted by
Patrick and La/Cal are now conducted by the Company, which is a Delaware
corporation recently formed for the purpose of consummating such transactions,
and its subsidiaries. The combination of Patrick and La/Cal was effected
primarily by two concurrent transactions: (a) the contribution by La/Cal (the
"Asset Transfer") of all of its assets and liabilities (excluding cash and
accounts receivable accrued prior to March 1, 1995, and interest thereon) to
the Company in exchange for 19,765,226 shares of the Company's common stock
(the "Common Stock"); and (b) the merger of Goodrich Acquisition with and into
Patrick (the "Merger") whereby (i) each outstanding share of Patrick common
stock ("Patrick Common Stock") was converted into one share of Common Stock;
(ii) each outstanding share of Patrick Series B Convertible Preferred Stock
("Patrick Preferred Stock") was converted into one share of the Company's
Series A Convertible Preferred Stock (the "Preferred Stock"); and (iii)
Patrick, the surviving corporation in the Merger, became a wholly-owned
subsidiary of the Company. The Preferred Stock has substantially the same
rights, preferences, qualifications and restrictions as the Patrick Preferred
Stock and is convertible into shares of Common Stock.
The Merger Agreement and press release announcing the consummation of
the Merger are filed as Exhibits 2.1 and 99.2 hereto, respectively, and are
specifically incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED:
It was impracticable to provide the required historical
financial information for La/Cal by the date this Report was filed
with the Securities and Exchange Commission (the "Commission").
Goodrich will provide such information under cover of Form 8-K/A as
soon as practicable, but in any event not later than 60 days after the
date this Report was required to be filed with the Commission. The
required historical financial information for Patrick was filed by
Patrick in its quarterly report on Form 10-Q for the six months ended
June 30, 1995 and such financial information is hereby incorporated by
reference herein.
(b) PRO FORMA FINANCIAL INFORMATION:
It was impracticable to provide the required pro forma
financial information by the date this Report was filed with the
Commission and the required information was not
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available on such date. Goodrich will provide such information under
cover of Form 8-K/A as soon as practicable, but in any event not later
than 60 days after the date this Report was required to be filed with
the Commission.
(c) EXHIBITS:
2.1 Agreement and Plan of Merger among Patrick Petroleum
Company, La/Cal Energy Partners, Goodrich Petroleum
Corporation, and Goodrich Acquisition, Inc. dated as
of March 10, 1995 (Incorporated by reference to
Appendix I to the Registration Statement on Form S-4
(file number 33-58631) of Goodrich Petroleum
Corporation).
2.2 Amendment No. 1 to the Agreement and Plan of Merger
among Patrick Petroleum Company, La/Cal Energy
Partners, Goodrich Petroleum Corporation and Goodrich
Acquisition, Inc. dated as of June 12, 1995
(Incorporated by reference to Appendix I to the
Registration Statement on Form S-4 (file number
33-58631) of Goodrich Petroleum Corporation).
99.1 Prospectus of Goodrich Petroleum Corporation; Patrick
Petroleum Company and La/Cal Energy Partners Joint
Proxy Statement dated June 16, 1995 (Incorporated by
reference to Part I of the Registration Statement on
Form S-4 (file number 33-58631) of Goodrich Petroleum
Corporation).
99.2 Press Release of Goodrich dated August 15, 1995.
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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
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Walter G. Goodrich
President and Chief Executive Officer
Dated: August 15, 1995
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
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<S> <C>
2.1 Agreement and Plan of Merger among Patrick Petroleum Company,
La/Cal Energy Partners, Goodrich Petroleum Corporation, and
Goodrich Acquisition, Inc. dated as of March 10, 1995
(Incorporated by reference to Appendix I to the Registration
Statement on Form S-4 (file number 33-58631) of Goodrich
Petroleum Corporation.)
2.2 Amendment No. 1 to the Agreement and Plan of Merger among
Patrick Petroleum Company, La/Cal Energy Partners, Goodrich
Petroleum Corporation and Goodrich Acquisition, Inc. dated as
of June 12, 1995 (Incorporated by reference to Appendix I to
the Registration Statement on Form S-4 (file number 33-58631)
of Goodrich Petroleum Corporation.)
99.1 Prospectus of Goodrich Petroleum Corporation; Patrick Petroleum
Company and La/Cal Energy Partners Joint Proxy Statement dated
June 16, 1995 (Incorporated by reference to Part I of the
Registration Statement on Form S-4 (file number 33-58631) of
Goodrich Petroleum Corporation).
99.2 Press Release of Goodrich dated August 15, 1995.
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EXHIBIT 99.2
Contact:
Roland Frautschi, Vice President and Chief Financial Officer
318-429-2300
GOODRICH PETROLEUM CORPORATION ANNOUNCES
COMPLETION OF MERGER
Houston, Texas, August 15, 1995 - Goodrich Petroleum Corporation ("Goodrich")
announced today that La/Cal Energy Partners ("La/Cal") voted to approve the
merger among Goodrich, Patrick Petroleum Company ("Patrick") and La/Cal,
thereby completing the merger transaction. As a result of the merger, the
partnership interests of the partners of La/Cal and common stock of Patrick
have been converted into common stock of Goodrich.
Goodrich Petroleum Corporation and its subsidiaries will be engaged in the
development production and acquisition of, and the exploration for, natural gas
and oil, primarily in Louisiana and Texas.
Goodrich President and Chief Executive Officer, Walter G. ("Gil") Goodrich
commented, "We believe the combination of the existing properties of La/Cal and
Patrick produce a strategic fit which, along with possible future acquisitions,
will provide an opportunity for Goodrich Petroleum to have a successful future
in the oil and gas industry."
At the open of business on August 16, 1995, Goodrich Common Stock will begin
trading on the New York Stock Exchange under the Symbol "GDP" and Goodrich
Series A Convertible Preferred Stock will begin trading on the Nasdaq Small-Cap
Market under the symbol "GDPA".
Goodrich Petroleum Corporation has offices in Houston, Texas and Shreveport,
Louisiana.
