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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)
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<S> <C> <C>
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)
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Registrant's telephone number, including area code is (713) 780-9494
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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
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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
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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
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INDEX TO EXHIBITS
Exhibits Description
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23.1 Consent of KPMG Peat Marwick LLP
99.1 Goodrich Petroleum Corporation Press Release Dated
February 4, 1997
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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
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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.
