DRAFT
02/04/98 4:04 PM
Goodrich Petroleum Corporation
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Houston, Texas
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 12, 1998
To the Stockholders:
A Special Meeting of the Stockholders of Goodrich Petroleum Corporation, a
Delaware corporation (the "Company"), will be held at the Company's offices, 333
Texas Street, Suite 1375, Shreveport, Louisiana, 71101, on March 12, 1998, at
8:00 a.m. local time, for the following purposes:
1. Consider and vote upon a proposal to authorize an amendment to the
Company's Restated Certificate of Incorporation to effect a reverse
stock split that would result in the reclassification of each eight
(8) shares of Common Stock held into one (1) share and to reduce the
number of shares of authorized common stock from 100,000,000 to
25,000,000.
2. Transact such other business as may be properly brought before the
Special Meeting and any adjournments thereof.
Only holders of record of the Company's common stock, par value $.20 per
share, at the close of business on February 6, 1998 are entitled to notice of
and to vote at the Special Meeting.
By Order of the Board of Directors,
Walter G. "Gil" Goodrich
President and Chief Executive Officer
Houston, Texas
February 16, 1998
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE SPECIAL MEETING
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. PLEASE COMPLETE, SIGN AND MAIL THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE EVEN IF YOU INTEND TO BE PRESENT AT
THE MEETING. RETURNING THE PROXY WILL NOT LIMIT YOUR RIGHT TO VOTE IN PERSON OR
TO ATTEND THE MEETING BUT WILL ENSURE YOUR REPRESENTATION IF YOU CANNOT ATTEND.
THE PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS USE.
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Goodrich Petroleum Corporation
5847 San Felipe
Suite 700
Houston, Texas 77057
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PROXY STATEMENT
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GENERAL INFORMATION
This Proxy Statement is being furnished to the common stockholders of
Goodrich Petroleum Corporation, a Delaware corporation (the "Company") in
connection with the solicitation by the Board of Directors of the Company of
proxies for use at a Special Meeting of Stockholders to be held on March 12,
1998, and any adjournment thereof. The Special Meeting has been called to
consider and vote upon a proposal to authorize an amendment to the Company's
Restated Certificate of Incorporation to effect a reverse stock split that would
result in the reclassification of each eight (8) shares of the Company's common
stock, par value $.20 per share (the "Common Stock") held into one (1) share of
Common Stock and to reduce the authorized number of shares of Common Stock from
100,000,000 to 25,000,000.
Only holders of record of the Company's Common Stock as of February 6, 1998
(the "Record Date") are entitled to notice of and to vote at the Special
Meeting. Approval of the proposal will require the affirmative vote of a
majority of the outstanding shares of Common Stock. At the close of business on
the Record Date, there were 41,859,222 shares of Common Stock outstanding.
Holders of shares of Common Stock are entitled to one vote per share. Each of
the Company's executive officers and directors, who collectively own 10,665,112
shares of Common Stock, has indicated their intention to vote FOR the proposal.
The cost of the solicitation of proxies for the Special Meeting will be
borne by the Company, including expenses in connection with the preparation and
mailing of this Proxy Statement and all papers which now accompany or may
hereafter supplement it. Solicitation will be made by mail. The Company will
also supply brokers or persons holding Common Stock in their names or in the
names of their nominees with such number of proxies and proxy material as they
may require for mailing to beneficial owners, and will reimburse them for their
reasonable expenses incurred in connection therewith. In addition to
solicitation by mail, certain directors, officers, and regular employees of the
Company may solicit proxies by telegraph, telephone, and personal interview.
The Company will retain an independent agent to receive and tabulate the
proxies. Any stockholder giving the proxy enclosed with this Proxy Statement has
the power to revoke such proxy at any time by filing with the Company a written
revocation at or prior to the Special Meeting, by executing a proxy bearing a
later date, or by attending the Special Meeting and voting in person the shares
of Common Stock such stockholder is entitled to vote.
All properly executed proxies delivered pursuant to this solicitation and
not revoked will be voted at the Special Meeting in accordance with the
directions given. Stockholders may vote for approval of the amendment to the
Company's Restated Certificate of Incorporation to effect a one for eight
reverse stock split and reduce the number of shares of authorized Common Stock,
against such proposal or may abstain from voting. Stockholders should specify
their choices on the enclosed form of proxy. If no specific instructions are
given with respect to the matters to be acted upon, the shares represented by
each signed proxy will be voted FOR approval of amendment to the Company's
Restated Certificate of Incorporation and at the discretion of the proxy holders
on any other matter that may properly come before the Special Meeting or any
adjournment thereof.
A majority of the shares of Common Stock outstanding on the Record Date,
present in person or by proxy, will constitute a quorum for the transaction of
business at the Special Meeting, but if a quorum should not be present, the
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meeting may be adjourned from time to time until a quorum is obtained.
Abstentions will be treated as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. Since the approval of the
proposal requires the affirmative vote of a majority of the outstanding shares
of Common Stock, abstentions and brokers non-votes will have the same effect as
a vote against the proposal. If a broker indicates on the proxy that it does not
have discretionary authority as to certain shares to vote on a particular matter
(a "broker non-vote"), those shares will not be considered as present and
entitled to vote with respect to that matter and therefore will not effect the
outcome of the vote.
The Company anticipates that the proxy and Proxy Statement will be first
sent to stockholders on or about February 16, 1998.
PROPOSAL TO AMEND THE RESTATED CERTIFICATE OF INCORPORATION TO
EFFECT THE REVERSE STOCK SPLIT AND TO REDUCE THE NUMBER OF SHARES
OF AUTHORIZED COMMON STOCK
The Board of Directors of the Company has approved a proposal (the
"Reverse-Split Proposal") authorizing, subject to shareholder approval, an
amendment to the Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation") to effect a reverse stock split of the Company's
outstanding shares of Common Stock by reclassifying each eight (8) outstanding
shares of Common Stock held ("Old Common Stock") into one (1) share of new
common stock ("New Common Stock") and to reduce the number of shares of
authorized Common Stock from 100,000,000 to 25,000,000. The certificate of
amendment ("Certificate of Amendment") to effect the Reverse-Split Proposal is
in the form attached to this Proxy Statement as Appendix A. Approval of the
Reverse-Split Proposal by shareholders requires the affirmative vote of the
holders of a majority of the outstanding shares of the Common Stock.
General
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The Company is presently authorized to issue up to 110,000,000 shares of
stock, of which 100,000,000 shares are Common Stock, par value $.20 per share,
and 10,000,000 shares are Preferred Stock, par value $1.00 per share ("Preferred
Stock"). Currently outstanding are 796,318 shares of Series A Convertible
Preferred Stock ("Series A Preferred Stock") and 750,000 shares of Series B
Convertible Preferred Stock ("Series B Preferred Stock"). The Reverse-Split
Proposal would effect a reverse stock split of the Common Stock on the basis of
one (1) share of New Common Stock for each eight (8) shares of outstanding Old
Common Stock and would reduce the number of shares of authorized Common Stock
from 100,000,000 to 25,000,000. The Reverse Split Proposal would not affect the
authorized number of shares of Preferred Stock.
Principal Effects of Reverse Stock Split
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The principal effects of the Reverse-Split Proposal will be:
1. Based upon the 41,859,222 shares of Old Common Stock outstanding as of
the Record Date, the adoption of the Reverse-Split Proposal would
decrease the outstanding shares of Common Stock by approximately 87.5%,
and thereafter approximately 5,232,400 shares of New Common Stock would
be outstanding. The reverse split will not affect any shareholder's
proportionate equity interest in the Company, subject to the provisions
for the elimination of fractional shares as described below.
2. The Company is authorized under its Certificate of Incorporation to
issue up to 100,000,000 shares of Common Stock and 10,000,000 shares
of Preferred Stock. The Reverse-Split Proposal would reduce the
authorized Common Stock to 25,000,000 shares but would not change the
authorized number of shares of Preferred Stock.
3. As of December 31, 1997, there were outstanding options to purchase an
aggregate of 2,711,534 shares of Old Common Stock under the Company's
1995 Stock Option Plan, the Company's 1995 Nonemployee Director Stock
Option Plan and options assumed by the Company in its 1995 business
combination with Patrick Petroleum Company (the "Stock Option Plans").
2,711,534 shares of Old Common Stock are currently reserved for
issuance upon exercise of the options with exercise prices ranging from
$.6875 to $3.00. All of the outstanding options include provisions for
adjustments in the number of shares covered thereby, and the exercise
price thereof, in the event of a reverse stock split. If the
Reverse-Split Proposal is approved and effected, there would be
reserved for issuance upon exercise of all outstanding options a total
of approximately 338,942 shares of New Common Stock. Each of the
outstanding options would thereafter evidence the right to purchase
12.5% of the shares of Common Stock previously covered thereby, and the
exercise price per share would be eight times the current exercise
price.
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4. 2,651,739 shares of Old Common Stock are currently reserved for
issuance upon conversion of all outstanding shares of Series A
Preferred Stock. If the Reverse-Split Proposal is approved and
effected, the conversion rate would be adjusted proportionately and
there would be reserved for issuance for this purpose approximately
331,468 shares of New Common Stock.
5. 750,000 shares of Old Common Stock are currently reserved for issuance
upon conversion of 750,000 shares of Series B Preferred Stock. If the
Reverse-Split Proposal is approved and effected, the conversion rate
would be adjusted proportionately and there would be reserved for
issuance for this purpose 93,750 shares of New Common Stock.
6. The holders of shares of the Common Stock are entitled to receive
distributions of cash or other property, if any, that may be declared
from time to time by the Board of Directors in its discretion from
funds legally available therefor, subject to the dividend priority of
the holders of Preferred Stock of the Company, if any. Although the
reverse stock split will have an immediate effect on the Company's
capital in excess of par value, the reverse stock split and its impact
on capital in excess of par value will not affect distributions to the
Company's stockholders. The Company has never paid cash dividends on
the Common Stock and has no plans to pay cash dividends in the
foreseeable future. The current policy of the Board of Directors is to
retain all available earnings for use in the operation and expansion of
the Company's business. Any future dividends will depend upon the
Company's earnings, capital requirements, financial condition and other
relevant factors.
Assuming the Reverse-Split Proposal is approved and implemented, the
Certificate of Amendment amending the Certificate of Incorporation will be filed
with the Secretary of State of Delaware as promptly as practicable thereafter.
The reverse stock split would become effective as of the close of business on
the date of such filing (the "Effective Date").
Reasons for the Reverse-Split Proposal
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The Board of Directors believes the Reverse-Split Proposal is desirable for
several reasons. The reverse stock split should enhance the acceptability of the
Common Stock by the financial community and investing public. Theoretically, the
number of shares outstanding should not, by itself, affect the marketability of
the stock, the type of investor who acquires it, or the Company's reputation in
the financial community, but in practice this is not necessarily the case, as
many investors look upon a stock trading below $5.00 as unduly speculative in
nature and, as a matter of policy, avoid investment in such stocks. In addition,
many leading brokerage firms are reluctant to recommend lower-priced securities
to their clients, and a variety of brokerage house policies and practices
currently tend to discourage individual brokers within firms from dealing in
lower-priced stocks. Some of those policies and practices pertain to the payment
of brokers' commissions and to time-consuming procedures that function to make
the handling of lower-priced stocks unattractive to brokers from an economic
standpoint. In addition, the structure of trading commissions tends to have
adverse impact upon holders of lower-priced stocks because the brokerage
commission on a sale of a lower-priced stock generally represents a higher
percentage of the sales price than the commission on a relatively higher-priced
issue.
Although there can be no assurance that the price of the Company's Common
Stock after the reverse stock split will actually increase in an amount
proportionate to the decrease in the number of outstanding shares, the reverse
stock split is intended to result in a price level for the Common Stock that
will reduce the effect of the above described policies and practices, broaden
investor interest and provide a market that will more closely reflect the
Company's underlying value.
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There can be no assurance that any or all of these effects will occur,
including, without limitation, that the market price per share of New Common
Stock after the reverse stock split will be eight times the market price per
share of Old Common Stock before the reverse stock split, or that such price
will either exceed or remain in excess of the current market price. Further,
there is no assurance that the market for the Common Stock will be improved.
Stockholders should note that the Board of Directors cannot predict what effect
the reverse stock split will have on the market price of the Common Stock.
Exchange of Stock Certificates and Elimination of Fractional Share Interests
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As soon as practicable after the Effective Date, shareholders will be
notified and requested to surrender their Old Common Stock certificates for new
certificates representing the number of whole shares of New Common Stock held by
them after the reverse stock split. Until so surrendered, each certificate which
formerly represented shares of Old Common Stock will be deemed for all corporate
purposes after such Effective Date to evidence ownership of New Common Stock in
the appropriately reduced number. Harris Trust and Savings Bank will be
appointed exchange agent (the "Exchange Agent") to act for shareholders in
effecting the exchange of their certificates.
The Company will not issue any fractional shares of New Common Stock. In
cases in which the Reverse-Split Proposal results in any shareholder holding a
fraction of a share, the Company will pay the shareholder for such fractional
interest on the basis of the average closing market price for the 10 trading
days immediately preceding the Effective Date. Because the price of the Common
Stock fluctuates, the amount to be paid for fractional shares cannot be
determined until such date and may be greater or lesser than the price on the
date that any shareholder executes his proxy.
There were approximately 3,500 shareholders of record of the company as of
February 6, 1998. The Reverse-Split Proposal, if adopted, is not expected to
cause a significant change in the number of shareholders.
The Common Stock is currently registered under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and as a
result, the Company is subject to periodic reporting and other requirements of
the Exchange Act. The reverse stock split will not affect the registration of
the Common Stock under the Exchange Act. After the Effective Date, trades of
shares of the New Common Stock will be reported on the New York Stock Exchange
under the symbol "GDP".
Certain Federal Income Tax Consequences
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The following is a summary of the material federal income tax consequences
of the proposed reverse stock split. This summary does not purport to be
complete and does not address the tax consequences to holders that are subject
to special tax rules, such as banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities, nonresident alien
individuals, broker-dealers and tax-exempt entities. This summary is based on
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
and proposed regulations, court decisions and current administrative rulings and
pronouncements of the Internal Revenue Service ("IRS"), all of which are subject
to change, possibly with retroactive effect, and assumes tat the New Common
Stock will be held as a "capital asset" (generally, property held for
investment) as defined in the Code. Holders of Old Common Stock are advised to
consult their own tax advisers regarding the federal income tax consequences of
the proposed reverse stock split in light of their personal circumstances and
the consequences under state, local and foreign tax laws.
1. The reverse split will qualify as a recapitalization described in Section
368(a)(1)(E) of the Code.
2. No gain or loss will be recognized by the Company in connection with the
reverse split.
3. No gain or loss will be recognized by a shareholder who exchanges all of
his shares of Old Common Stock solely for shares of New Common Stock.
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4. The aggregate basis of the shares of New Common Stock to be received in the
reverse split (including any fractional share deemed received) will be the
same as the aggregate basis of the shares of Old Common Stock surrendered
in exchange therefor.
5. The holding period of the shares of New Common Stock to be received in the
reverse split (including a fractional share deemed received) will include
the holding period of the shares of Old Common Stock surrendered in
exchange therefor.
6. A holder of Common Stock receiving cash in lieu of a fractional share will
be treated as receiving the payment in connection with redemption of the
fractional share, with the tax consequences of the redemption determined
under Section 302 of the Code. As such, a holder of Common Stock will
generally recognize gain or loss upon such payment equal to the difference,
if any, between such shareholder's basis in the fractional share (as
described in paragraph 4. above) and the amount of cash received. Such gain
or loss will be capital gain or loss and will be long-term capital gain or
loss if the shareholder's holding period exceeds one year. A holder of
Common Stock receiving cash in lieu of a fractional share may be subject to
dividend treatment on such payment if the redemption of the fractional
share is "essentially equivalent to a dividend" under Section 302 of the
Code. However, based on a published IRS ruling, dividend treatment is
unlikely if, taking into account the constructive ownership rules set forth
in Section 318 of the Code, (a) the shareholder's relative stock interest
in the Company is minimal, (b) the shareholder exercises no control over
the Company's affairs and (c) there is a reduction in the shareholder's
proportionate interest in the Company.
THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION ONLY.
ACCORDINGLY, EACH HOLDER OF COMMON STOCK IS URGED TO CONSULT WITH THEIR OWN TAX
ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF THE PROPOSED REVERSE STOCK
SPLIT, INCLUDING THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, MUNICIPAL,
FOREIGN OR OTHER TAXING JURISDICTION.
Vote Required
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Approval by shareholders of the proposed amendment to the Company's
Certificate of Incorporation, in the form set forth on Appendix A hereto,
effecting the reverse split of the Common Stock and the reduction of the number
of shares of authorized Common Stock, requires the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock.
For the reasons set forth above, the Board of Directors unanimously
recommends a vote FOR the Reverse-Split Proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows, as of December 31, 1997, the number of shares of
Common Stock beneficially owned by (i) each person known by the Company to own
beneficially five percent or more of the outstanding shares of Common Stock,
(ii) each director of the Company, (iii) each of the executive officers of the
Company, and (iv) all directors and executive officers of the Company as a
group. If the Reverse-Split Proposal is approved, all share numbers set forth
below would be reduced by approximately 87.5%.
Beneficial Ownership
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Name of Beneficial Owner Amount Percent
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Walter G. Goodrich (1).................................10,265,215 23.4%
5847 San Felipe, Suite 700
Houston, TX 77057
Henry Goodrich (2)..................................... 6,173,487 14.4%
333 Texas St., Suite 1350
Shreveport, LA 71101
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Rochelle Rand (3)...................................... 2,696,320 6.4%
2550 Fifth Avenue, Suite 126
San Diego, CA 92103
Leo Bromberg (4)....................................... 2,294,421 5.5%
280 S. Beverly Dr., Suite 401
Beverly Hills, CA 90212
Sheldon Appel (5)(6)................................... 1,646,317 3.9%
Roland L. Frautschi (7)................................ 921,002 2.2%
Basil M. Briggs (6).................................... 40,652 *
Benjamin F. Edwards, II (6)............................ 42,000 *
Arthur A. Seeligson (6)(8)............................. 190,000 *
Robert C. Turnham, Jr. (9)............................. 282,809 *
Directors and Executive Officers
as a Group (8 persons)(10)......................14,134,654 30.6%
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* Less than 1%.
(1) 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 HFG
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.
(2) 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 HFG
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. Also includes vested options to purchase 100,000 shares that
are currently 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.
(3) Includes 266,146 shares issuable upon the conversion of 29,837 shares of
Series B Preferred Stock.
(4) Includes 1,160,667 shares held by Mr. Bromberg as trustee. Mr. Bromberg
has advised the Company that he exercises sole investment and voting
control over such shares. Also includes 175,635 shares issuable upon the
conversion of 19,690 shares of Series B Preferred Stock held by Mr.
Bromberg personally. Also includes 5,455 shares held in a limited
partnership, the sole general partner of which is a corporation in which
Mr.
Bromberg is the sole shareholder.
(5) Includes 818,280 shares of Common Stock held and 670,980 shares issuable
upon the conversion of 75,222 shares of Series B Preferred Stock held by
the Sheldon Appel Company, a partnership affiliated with Mr. Appel. Mr.
Appel has advised the Company that he exercises sole voting and investment
power with respect to these shares. Also includes 7,167 shares allocated
on a pro rata basis to Mr. Appel related to shares owned by a partnership
in which Mr. Appel is a limited partner. Also includes 109,890 shares of
Common Stock issuable upon the conversion of 33,000 shares of Series A
Preferred Stock.
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(6) Includes 40,000 shares issuable upon the exercise of outstanding stock
options under the Company's 1995 Nonemployee Director Stock Option Plan.
(7) Includes 80,000 shares issuable upon the exercise of outstanding vested
stock options under the Company's 1995 Stock Option Plan and 12,667 shares
of Common Stock issuable upon the conversion of 3,500 and 300 shares of
Series A Preferred Stock held personally and by his wife, respectively.
Also includes 170,738 shares issuable upon the conversion of 19,141 shares
of Series B Preferred Stock.
(8) Includes 40,000 shares issuable upon the exercise of outstanding stock
options under the Company's 1995 Stock Option Plan.
(9) Includes 60,000 shares issuable upon the exercise of outstanding vested
stock options under the Company's 1995 Stock Option Plan and 10,989 shares
of Common Stock issuable upon the conversion of 3,300 shares of Series A
Preferred Stock. Also includes 50,000 shares held and 16,650 shares of
Common Stock issuable upon the conversion of 5,000 shares of Series A
Preferred Stock held by Mr. Turnham's wife.
(10) The number of shares of Common Stock beneficially owned by all executive
officers and directors as a group includes (i) 160,000 shares issuable
upon the exercise of outstanding stock options under the Company's 1995
Nonemployee Director Stock Option Plan, (ii) 405,000 shares issuable upon
the exercise of outstanding vested stock options under the Company's 1995
Stock Option Plan (iii) 163,516 shares issuable upon the conversion of
49,100 shares of Series A Preferred Stock, and (iv) 2,741,027 shares
issuable upon the conversion of 307,290 shares of Series B Preferred
Stock.
Proposals for 1998 Annual Meeting
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Pursuant to various rules promulgated by the SEC, any proposal of holders
of Common Stock intended to be presented to the annual meeting of stockholders
of the Company to be held in 1998 must be received by the Company, addressed to
Glynn E. Williams, Jr., Secretary, 5847 San Felipe, Suite 700, Houston, Texas
77057, no later than February 19, 1998, to be included in the Company proxy
statement and form of proxy relating to that meeting. With respect to business
to be brought before the Annual Meeting, the Company has not received any
notices from its stockholders.
In addition to the SEC rules described in the preceding paragraph, the
Company's bylaws provide that for business to be properly brought before the
Company's annual meetings of stockholders, it must be either (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise brought before the meeting by or at the
direction of the Board of Directors or (c) otherwise properly brought before the
meeting by a stockholder of the Company who is a stockholder of record at the
time of giving of notice thereinafter provided for, who shall be entitled to
vote at such meeting and who complies with the following notice procedures. In
addition to any other applicable requirements, for business to be brought before
an annual meeting by a stockholder of the Company, the stockholder must have
given timely notice in writing of the business to be brought before an annual
meeting of stockholders of the Company to the Secretary of the Company. To be
timely, a stockholder's notice must be delivered to or mailed and received at
the Company's principal executive offices, 5847 San Felipe, Suite 700, Houston,
Texas 77057, on or before February 19, 1998. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and address, as they appear on the
Company's books, of the stockholder proposing such business, (iii) the
acquisition date, the class and the number of shares of Common Stock that are
owned beneficially by the stockholder, (iv) any material interest of the
stockholder in such business and (v) a representation that the stockholder
intends to appear in person or by proxy at the meeting to bring the proposed
business before the meeting. Notwithstanding the foregoing bylaw provisions, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in the foregoing bylaw provisions. Notwithstanding anything in the
Company's bylaws to the contrary, no business shall be conducted at the annual
meeting except in accordance with the procedures outlined above.
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OTHER MATTERS
The Board of Directors does not know of any other matters that are to be
presented for action at the Special Meeting. However, if any other matters
properly come before the Special Meeting or any adjournment(s) thereof, it is
intended that the enclosed proxy will be voted in accordance with the judgment
of the persons voting the proxy.
By Order of the Board of Directors
Walter G. "Gil" Goodrich
President and Chief Executive Officer
Houston, Texas
February 16, 1998
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Appendix A
CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF
INCORPORATION OF GOODRICH PETROLEUM CORPORATION
Under Section _____ of the Delaware General Corporation Law
WE, THE UNDERSIGNED, Henry Goodrich and Glynn E. Williams, Jr. being,
respectively, the Chairman of the Board and Secretary of Goodrich Petroleum
Corporation, do hereby certify:
1. The name of the Corporation is Goodrich Petroleum Corporation.
2. The Certificate of Incorporation of said Corporation was filed with the
Secretary of State, State of Delaware, on the 7th day of March, 1995,
and its previous Restated Certificate of Incorporation was filed with
the Secretary of State on the 11th day of August, 1995.
3. Pursuant to Sections 242 and 245 of the General Corporation Law of the
State of Delaware, this Certificate of Amendment of the Restated
Certificate of Incorporation further amends the provisions of the
Restated Certificate of Incorporation of Goodrich Petroleum
Corporation.
4. Immediately upon the effectiveness of this amendment to the
Corporation's Restated Certificate of Incorporation pursuant to the
Delaware General Corporation Law (the Effective Time), the number of
outstanding shares of common stock the Corporation will be reduced via
a reverse stock split as described below. This amendment also
authorizes the officers of the Corporation to reduce the authorized
shares of common stock of the Corporation as described below.
5. Specifically, the first paragraph of Article IV of the Restated
Certificate of Incorporation of the Company is deleted and replaced
with the following:
The total number of shares of all classes of stock which the
corporation shall have authority to issue is thirty-five million
(35,000,000), consisting of twenty-five million (25,000,000) shares of
Common Stock, par value $.20 per share, and ten million (10,000,000)
shares of Preferred Stock, par value $1.00 per share.
Immediately upon the effectiveness of the duly executed
certificate of amendment to the Corporation's Restated Certificate of
Incorporation pursuant to the Delaware General Corporation Law (the
"Effective Time"), each eight issued and outstanding shares of the
Corporation's Common Stock, Par Value $.20 Per Share ("Old Common
Stock"), shall automatically, without further action on the part of the
Corporation or any holder of such Old Common Stock, be reclassified
into one new share of the Corporation's Common Stock, $.20 Par Value
Per Share ("New Common Stock"), as constituted following the Effective
Time. The reclassification of the Old Common Stock into New Common
Stock, will be deemed to occur at the Effective Time, regardless of
when the certificates representing such Old common Stock are physically
surrendered to the Corporation for exchange into certificates
representing New Common Stock. After the Effective Time, certificates
representing the Old Common Stock will, until such shares are
10
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surrendered to the Corporation for exchange into New Common Stock,
represent the number and class of New Common Stock into which such Old
Common Stock shall have been converted pursuant to this amendment.
In cases in which the conversion of the Old Common Stock into
New Common Stock results in any shareholder holding a fraction of a
share, the Company will pay the shareholder for such fractional
interest on the basis of the average closing market price for the 10
trading days immediately preceding the Effective Time.
IN WITNESS WHEREOF, this certificate has been signed and the truth of the
statements therein affirmed under penalty of perjury, on this 12th day of March,
1998.
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Henry Goodrich
Chairman of the Board
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Glynn E. Williams, Jr.
Secretary
