SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
GOODRICH PETROLEUM CORPORATION
(Name of Issuer)
COMMON STOCK $.20 PAR VALUE
(Title of Class of Securities)
382410 10 8
(CUSIP Number)
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CUSIP No. 382410 10 8
1. Name of Reporting Persons and IRS or SS Identification Number:
(a) Walter G. Goodrich
2. Check the Appropriate Box if a Member of a Group:
(a) N/A
(b) N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
(a) United States
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power
4,838,387
6. Shared Voting Power
5,426,828
7. Sole Dispositive Power
4,838,387
8. Shared Dispositive Power
5,426,828
9. Aggregate Amount Beneficially Owned by Each Reporting Person
10,265,215*
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares
No
11. Percent of Class Represented by Amount in Row 9
23.41%
12. Type of Reporting Person
IN
* Includes 4,402,152 shares held by HGF Partnership, and includes 1,024,676
shares issuable to HGF Partnership II upon the conversion of 114,874 shares
of Series B Preferred Stock. Both partnerships are Louisiana partnerships
owned by Henry Goodrich and Walter G. Goodrich. Henry Goodrich is the
managing general partner of HGF Partnership and HGF Partnership II, and
Walter G. Goodrich holds an indirect general partnership interest in both
partnerships. Henry Goodrich exercises sole voting and investment power
with respect to the shares held by both partnerships. Includes 382,668
shares issuable upon the conversion of 42,900 shares of Series B Preferred
Stock. Also includes 2,201,076 shares currently owned by Goodrich Energy,
Inc. and 491,965 shares issuable to Goodrich Energy, Inc. upon the
conversion of 55,153 shares of Series B Preferred Stock. Walter G. Goodrich
is the sole stockholder of Goodrich Energy, Inc. Also includes 13,320
shares of Common Stock issuable upon to conversion of 4,000 shares of
Series A Preferred Stock and vested options to purchase 125,000 shares that
are exercisable pursuant to the Company's 1995 Stock Option Plan. Henry
Goodrich and Walter G. Goodrich beneficially own an aggregate of 11,011,874
shares, or 25.1% of the outstanding shares of Common Stock deemed to be
outstanding.
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CUSIP No. 382410 10 8
1. Name of Reporting Persons and IRS or SS Identification Number:
(a) Goodrich Energy, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) N/A
(b) N/A
3. SEC Use Only
4. Citizenship or Place of Organization:
(a) United States, Louisiana
Number of Shares Beneficially Owned by Each Reporting Person with:
5. Sole Voting Power
2,201,076
6. Shared Voting Power
0
7. Sole Dispositive Power
2,201,076
8. Shared Dispositive Power
0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,201,076
10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares
No
11. Percent of Class Represented by Amount in Row 9
5.26%
12. Type of Reporting Person
CO
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Item 1(a) Name of Issuer:
Goodrich Petroleum Corporation
Item 1(b) Address of Issuer's principal executive offices:
5847 San Felipe, Suite 700
Houston, TX 77057
Item 2(a) Name of person filing:
1. Walter G. Goodrich
2. Goodrich Energy, Inc.
Item 2(b) Address of principal business office or, if none, residence:
1. 5847 San Felipe
Suite 700
Houston, TX 77057
3. 333 Texas St.
Suite 1350
Shreveport, LA 71101
Item 2(c) Citizenship:
1. United States
2. Incorporated in Louisiana
Item 2(d) Title of class of securities:
Common Stock, $.20 par value
Item 2(e) CUSIP Number: 382410 10 8
Item 3 Not Applicable
Item 4 Ownership:
(a) Amount beneficially owned:
10,265,215*
(b) Percent of class:
23.41%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote -
4,838,387
(ii) shared power to vote or to direct the vote -
5,426,828
(iii) sole power to dispose or to direct the disposition of -
4,838,387
(iv) shared power to dispose or to direct the disposition of -
5,426,828
Item 5-10 Not Applicable
* Includes 4,402,152 shares held by HGF Partnership, and includes 1,024,676
shares issuable to HGF Partnership II upon the conversion of 114,874 shares
of Series B Preferred Stock. Both partnerships are Louisiana partnerships
owned by Henry Goodrich and Walter G. Goodrich. Henry Goodrich is the
managing general partner of HGF Partnership and HGF Partnership II, and
Walter G. Goodrich holds an indirect general partnership interest in both
partnerships. Henry Goodrich exercises sole voting and investment power
with respect to the shares held by both partnerships. Includes 382,668
shares issuable upon the conversion of 42,900 shares of Series B Preferred
Stock. Also includes 2,201,076 shares currently owned by Goodrich Energy,
Inc. and 491,965 shares issuable to Goodrich Energy, Inc. upon the
conversion of 55,153 shares of Series B Preferred Stock. Walter G. Goodrich
is the sole stockholder of Goodrich Energy, Inc. Also includes 13,320
shares of Common Stock issuable upon to conversion of 4,000 shares of
Series A Preferred Stock and vested options to purchase 125,000 shares that
are exercisable pursuant to the Company's 1995 Stock Option Plan. Henry
Goodrich and Walter G. Goodrich beneficially own an aggregate of 11,011,874
shares, or 25.1% of the outstanding shares of Common Stock deemed to be
outstanding.
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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.
Dated: February 6, 1998
/s/ Walter G. Goodrich
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Walter G. Goodrich
Goodrich Energy, Inc.
By:/s/ Walter G. Goodrich
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Name: Walter G. Goodrich
Title: President
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