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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-B
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
Filed Pursuant to Section 12(b) or (g)
of The Securities Exchange Act of 1934
GOODRICH PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 76-0466913
(State of incorporation) (I.R.S. Employer Indentification No.)
5847 San Felipe, Suite 700
Houston, Texas 77057
(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, $0.20 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Series A Preferred Stock, $1.00
par value
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Item 1. General Information
(a) The registrant is a corporation organized on October 22, 1996 in
the state of Delaware.
(b) The registrant's fiscal year ends December 31.
Item 2. Transaction of Succession.
(a) The name of the registrant's predecessor which had securities
registered under both Section 12(b) and 12(g) of the Act is
Goodrich Petroleum Corporation.
(b) The succession transaction is a holding company reorganization/
merger effected pursuant to Section 251(g) of the Delaware General
Corporation Law. At the completion of the transactions, the
newly formed holding company, Goodrich Petroleum Corporation, will
have the same 41,804,510 common shares and the same 801,149 Series
A convertible preferred shares as are currently outstanding under
the current registrant, Goodrich Petroleum Corporation.
Item 3. Securities to be Registered.
Common Stock - (1) Presently authorized: 100,000,000 shares,
(2) Presently issued; 41,804,510 shares; (3) Presently issued which
are held by or for the account of the registrant: none
Preferred Stock - (1) Presently authorized 10,000,000 shares;
(2) Presently issued: 801,149 shares designated as Series A Preferred
Stock; (3) Presently held by or for the account of the registrant: none
Item 4. Description of Registrant's Securities to Be Registered.
Such description is incorporated by reference to the Definitive Proxy
Statement of Goodrich Petroleum Corporation filed with the Commission
on January 7, 1997.
Item 5. Financial Statements and Exhibits.
(a) Financial Statements - No financial statements are being filed
since the capital structure and balance sheet of the registrant
immediately after the succession are substantially the same as
those of the predecessor.
(b) Exhibits
99 - Definitive Proxy Statement of Goodrich Petroleum Corporation
dated January 7, 1997 (Incorporated by reference to such
Proxy Statement)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this application for registration
(or registration statement) to be signed on its behalf by the undersigned,
thereunto duly authorized.
GOODRICH PETROLEUM CORPORATION
(Registrant)
Date: February 3, 1997 By: /s/ GLYNN E. WILLIAMS JR.
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Glynn E. Williams Jr.,
Vice President-Finance and Secretary
