<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______________)*
Goodrich Petroleum Corporation
- -------------------------------------------------------------------------------
(NAME OF ISSUER)
Common Stock
- -------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
382410-10-8
- -------------------------------------------------------------------------------
(CUSIP NUMBER)
Steven N. Machtinger
Hambrecht & Quist Group
One Bush Street
San Francisco, CA 94104
- -------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHRIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
September 27, 1999
- -------------------------------------------------------------------------------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 13 Pages
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Page 2 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hambrecht & Quist Guaranty Finance, LLC
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States.
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF SHARES 2,260,089
BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
---------------------------------------------------
6 SHARED VOTING POWER
-0-
---------------------------------------------------
7 SOLE DISPOSITIVE POWER
2,260,089
---------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,260,089
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.2%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
Page 3 of 13 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hambrecht & Quist California
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States.
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF SHARES 2,260,089
BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
---------------------------------------------------
6 SHARED VOTING POWER
-0-
---------------------------------------------------
7 SOLE DISPOSITIVE POWER
2,260,089
---------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,260,089
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.2%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
Page 4 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hambrecht & Quist Group
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States.
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF SHARES 2,260,089
BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
---------------------------------------------------
6 SHARED VOTING POWER
-0-
---------------------------------------------------
7 SOLE DISPOSITIVE POWER
2,260,089
---------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,260,089
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
30.2%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
Page 5 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel H. Case III
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States.
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF SHARES 434,311
BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
---------------------------------------------------
6 SHARED VOTING POWER
2,364,062
---------------------------------------------------
7 SOLE DISPOSITIVE POWER
434,311
---------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,364,062
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,798,373
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
34.8%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
Page 6 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald Campbell
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States.
- -------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF SHARES 415,161
BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
---------------------------------------------------
6 SHARED VOTING POWER
2,260,089
---------------------------------------------------
7 SOLE DISPOSITIVE POWER
415,161
---------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,260,089
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,675,250
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
33.8%
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT
<PAGE>
Page 7 of 13 Pages
ITEM 1. SECURITY AND ISSUER
This statement covers shares of Common Stock ("Common Stock"), of
Goodrich Petroleum Corporation (the "Issuer" or the "Company"). On September
27, 1999, the reporting persons purchased an aggregate of 37,332 units each
consisting of: (i) $50.00 in principal of convertible promissory notes issued
by Goodrich Petroleum Company, L.L.C. ("Goodrich-Louisiana") convertible into
shares of the Issuer's Common Stock at the rate of $4.00 per share; (ii)
$10.00 in principal in subordinated convertible promissory notes issued by
Goodrich-Louisiana convertible into shares of the Issuer's Common Stock at
the rate of $4.00 per share; (iii) $60.00 in principal in convertible
promissory notes issued by Goodrich Petroleum Company-Lafitte, L.L.C.
("Goodrich-Lafitte") convertible into shares of the Issuer's Common Stock at
the rate of $4.00 per share; (iv) three shares of Series A Preferred Units of
Goodrich Louisiana with a liquidation preference of $10.00 and convertible
into shares of the Issuer's Common Stock at the rate of $2.00 per share based
on such preference; and (v) warrants to purchase a total of 33 shares of the
Issuer's Common Stock. In addition, prior to the purchase of the units which
resulting in the requirement of making this filing, certain of the reporting
persons beneficially owned shares of Common Stock in the Issuer as set forth
more fully in Item 5 below.
The Issuer's principal executive offices are located at 333 Texas
Street, Suite 1375, Shreveport, Louisana 71101.
ITEM 2. IDENTITY AND BACKGROUND
(a), (b) and (c). The following information is given with respect to
the persons filing this statement:
HAMBRECHT & QUIST GROUP ("H&Q Group") is a publicly-held Delaware
corporation formed in 1996 with its principal office at One Bush Street, San
Francisco, California 94104. In addition to being engaged, through its indirect
subsidiary, Hambrecht & Quist LLC, in the investment banking and broker-dealer
businesses, H&Q Group through associated entities, is engaged in the venture
capital and money management businesses. The directors and executive officers of
H&Q Group are the following:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Daniel H. Case III Director, Chairman One Bush Street Same as
and CEO San Francisco, CA Position
94104
William R. Director c/o Hambrecht & Quist Same as
Timken One Bush Street Position
San Francisco, CA
94104
Howard B. Director c/o Hambrecht & Quist President of
Hillman One Bush Street Auto-Trol
San Francisco, CA Technology
94104 Corp.
William E. Director c/o Hambrecht & Quist Founder,
Mayer One Bush Street Development
San Francisco, CA Capital LLC
94104
<PAGE>
Page 8 of 13
William J. Perry Director c/o Hambrecht & Quist Professor,
One Bush Street Stanford
San Francisco, CA University
94104
David M. Chief Operating One Bush Street Same as
McAuliffe Officer San Francisco, CA Position
94104
Patrick J. Allen CFO One Bush Street Same as
San Francisco, CA Position
94104
Steven N. Secretary One Bush Street Same as
Machtinger San Francisco, CA Position
94104
</TABLE>
HAMBRECHT & QUIST CALIFORNIA ("H&Q California"), wholly owned by H&Q
Group, is a California corporation formed in 1982 with its principal office
at One Bush Street, San Francisco, California 94104. In addition to being
engaged, through its subsidiary, Hambrecht & Quist LLC, in the investment
banking and broker-dealer businesses, H&Q California is engaged in the
venture capital and money management businesses. The directors and executive
officers of H&Q California are the following:
<TABLE>
<CAPTION>
Principal
Occupation
Name Position Address (Business)
- ------ -------- ------- ----------
<S> <C> <C> <C>
Daniel H. Case III Director, Chairman One Bush Street Same as
and CEO San Francisco, CA Position
94104
William R. Director c/o Hambrecht & Quist Same as
Timken One Bush Street Position
San Francisco, CA
94104
Howard B. Director c/o Hambrecht & Quist President of
Hillman One Bush Street Auto-Trol
San Francisco, CA Technology
94104 Corp.
William E. Director c/o Hambrecht & Quist Founder,
Mayer One Bush Street Development
San Francisco, CA Capital LLC
94104
William J. Perry Director c/o Hambrecht & Quist Professor,
One Bush Street Stanford
San Francisco, CA University
94104
David M. Chief Operating One Bush Street Same as
<PAGE>
Page 9 of 13
McAuliffe Officer San Francisco, CA Position
94104
Patrick J. Allen CFO One Bush Street Same as
San Francisco, CA Position
94104
Steven N. Secretary One Bush Street Same as
Machtinger San Francisco, CA Position
94104
</TABLE>
HAMBRECHT & QUIST GUARANTY FINANCE LLC ("Guaranty Finance") is a
California limited liability company with a principal office at One Bush
Street, San Francisco, California 94104. Guaranty Finance provides secured
asset-backed financings, bridge loans and mezzanine financings for emerging
growth companies. The members of Guaranty Finance are H&Q California, Donald
Campbell, Patricia Dugan Koel, Andrew Kahn, Lorraine Nield and Anne Retterer.
Donald Campbell is Guaranty Finance's Chief Executive Officer.
DANIEL H. CASE III is a United States citizen whose business address
is One Bush Street, San Francisco, California 94104. His principal occupation
is Chairman and Chief Executive Officer of Hambrecht & Quist LLC.
DONALD CAMPBELL is a United States citizen whose business address is
One Bush Street, San Francisco, California 94104. His principal occupation is
as a consultant in business finance, in which he also serves as Chief
Executive Officer of Hambrecht & Quist Guaranty Finance, LLC. However, Mr.
Campbell is not an employee of any entity associated with Hambrecht & Quist
Group and serves in his capacity as Chief Executive Officer as a consultant
to Hambrecht & Quist Guaranty Finance, LLC. Mr. Campbell was named to the
Company's Board of Directors effective September 15, 1999.
(d) & (e) To the best knowledge of the reporting persons, during the
last five years none of the reporting persons or their officers, directors or
controlling persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) All individuals referred to above are United States citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The securities described above were purchased with the funds of the
owners of the persons listed above.
ITEM 4. PURPOSE OF THE TRANSACTION
The owners listed in Item 5 purchased the securities of the Company for
general investment purposes. The owners listed in Item 5 may acquire
additional securities of the Company, based upon their respective investment
decisions. It is not contemplated that any of the acquisitions reported
hereunder or any future acquisitions will result in any change in the present
management of the Company.
The owners listed in Item 5 have no present plans or proposals that
relate to or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any
of its subsidiaries;
(b) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
(c) any change in the present board of directors or management
of the Company, including any plans or proposals to change
the number or term of directors or fill any existing
vacancies on the board other than the appointment of Mr.
Campbell, and the appointment of Michael Y. McGovern, who
was a consultant to Hambrecht & Quist Guaranty Finance, LLC
in regard to the investments described in Item 1, but who
has no other association with any entity associated with
Hambrecht & Quist Group;
<PAGE>
Page 10 of 13
(d) any material change in the present capitalization or
dividend policy of the Company (other than the change in
the Company's capitalization resulting from the transactions
discussed in this statement);
(e) any other material change in the Company's business or
corporate structure;
(f) changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(g) causing a class of securities of the Company to be delisted
from a national securities exchange or cease to be quoted
in an inter-dealer quotation system of a registered
national securities association;
(h) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act; or
(i) any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Based on the Issuer's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, there were 5,247,705 shares of Common Stock outstanding
as of May 6, 1999. The following summarizes the shares of the Issuer owned by
the reporting persons:
<TABLE>
<CAPTION>
Number of
Shares of Percentage
Investor Common Stock of Class
-------- ------------ ---------
<S> <C> <C>
H&Q Group 2,260,089 30.2%
H&Q California 2,260,089 30.2%
Guaranty Finance 2,260,089 30.2%
Daniel H. Case III 2,798,373 34.8%
Donald Campbell 2,675,250 33.8%
</TABLE>
Guaranty Finance beneficially holds an aggregate of 2,260,089 shares
of Common Stock as of the date hereof. The shares beneficially owned by
Guaranty Finance include an aggregate of (i) 12,500 shares of Common Stock,
(ii) 94,500 shares of Series A Preferred Stock (convertible into 39,406 shares
of Common Stock) and (iii) 114,496 shares of Series B Preferred Stock
(convertible into 128,235 shares of Common Stock) owned by Guaranty Finance
prior to the purchase of the units by the reporting persons that resulted in
the requirement that this filing be made.
The 2,260,089 shares of Common Stock beneficially owned by H&Q Group
and H&Q California are owned as a result of their interest in Guaranty
Finance. H&Q California owns 87.5 percent of Guaranty Finance. H&Q California
is a wholly owned subsidiary of H&Q Group.
Daniel H. Case III is director, Chairman and Chief Executive Officer
of H&Q Group and H&Q California. Mr. Case beneficially owns 434,311 shares of
the Company's Common Stock. In addition, his spouse beneficially owns 103,973
shares of the Company's Common Stock. In addition, shares beneficially owned
by Guaranty Finance may be deemed to be beneficially owned by Mr. Case. The
shares beneficially owned by Mr. Case include an aggregate of (i) 1,538
shares of Common Stock and (ii) 15,000 shares of Series B Preferred Stock
(convertible into 16,800 shares of Common Stock) owned by Mr. Case prior to
the purchase of the units by the reporting persons that resulted in the
requirement that this filing be made.
Donald Campbell is Chief Executive Officer of Guaranty Finance. Mr.
Campbell beneficially owns an aggregate of 415,161 shares of the Company's
Common Stock either directly, through his retirement account or through a
family partnership. In addition, shares beneficially owned by Guaranty
Finance may be deemed to be beneficially owned by Mr. Campbell. The shares
beneficially owned by Mr. Campbell include the following securities acquired
prior to the purchase of the units that resulted in the requirement that this
filing be made: (i) 4,500 shares of Common Stock held in Mr. Campbell's name,
(ii) 14,500 shares of Series A Preferred Stock (convertible into 6,046 shares
of Common Stock) held in Mr. Campbell's name, (iii) 39,690 shares of Series B
Preferred Stock (convertible into 44,452 shares of Common Stock) held in Mr.
Campbell's name, (iv) 923 shares of Common Stock held in Mr. Campbell's
retirement account, (v) 40,000 shares of Series B Preferred Stock
(convertible into 44,800 shares of Common Stock) held in Mr. Campbell's
retirement account, and (vi) 2,442 shares of Common Stock held in a family
partnership.
On September 27, 1999, the reporting persons purchased units (as
described above) in the following amounts: Guaranty Finance (26,666 units),
Mr. Case (5,333 units), Mr. Case's spouse (1,333 units), Mr. Campbell (2,025
units) and Mr. Campbell's retirement account (1,975 units).
<PAGE>
Page 11 of 13
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
To the best knowledge and belief of the reporting persons, there are
no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 or between such persons and any
person with respect to securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Joint Filing Undertaking as required by Rule 13d-1(f).
SIGNATURES
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: October 4, 1999
HAMBRECHT & QUIST GUARANTY FINANCE, LLC
By: Donald M. Campbell
-------------------------------------
Its: Chief Executive Officer
HAMBRECHT & QUIST GROUP
By: Daniel H. Case III
-------------------------------------
Its: Chairman and Chief Executive Officer
HAMBRECHT & QUIST CALIFORNIA
By: Daniel H. Case III
-------------------------------------
Its: Chairman and Chief Executive Officer
Daniel H. Case III
- ----------------------------------------------------
Daniel H. Case III
Donald M. Campbell
- ----------------------------------------------------
Donald M. Campbell
<PAGE>
Page 12 of 13
EXHIBIT INDEX
Exhibit A Joint Filing Undertaking Page 13
<PAGE>
CUSIP no. 382410-18-8 Page 13 of 13 Pages
EXHIBIT A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to the Schedule 13D to evidence the agreement of the
below-named parties, in accordance with rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule 13D jointly on behalf of
each of such parties.
DATED: October 4, 1999
HAMBRECHT & QUIST GUARANTY FINANCE, LLC
By: Donald M. Campbell
-----------------------------------
Its: Chief Executive Officer
HAMBRECHT & QUIST GROUP
By: Daniel H. Case III
-----------------------------------
Its: Chairman and Chief Executive Officer
HAMBRECHT & QUIST CALIFORNIA
By: Daniel H. Case III
----------------------------------
Its: Chairman and Chief Executive Officer
Daniel H. Case III
- ---------------------------------------------
Daniel H. Case III
Donald M. Campbell
- ---------------------------------------------
Donald M. Campbell
