[CADWALADER, WICKERSHAM & TAFT LETTERHEAD]
October 28, 1999
VIA EDGAR
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Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Schedule 13D on Behalf of Patrick E. Malloy
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Ladies and Gentlemen:
We hereby file Schedule 13D under the Securities Exchange Act of 1934, as
amended, on behalf of Patrick E. Malloy, to report ownership of more than 20% of
the common stock, par value $0.20 per share, of Goodrich Petroleum Corp. (the
"Issuer"). Copies of the Schedule 13D are also being filed with the Issuer.
Please telephone the undersigned at (212) 504-6436 if you have any questions or
comments.
Very truly yours,
/s/ William P. Mills, III
William P. Mills, III
cc: Goodrich Petroleum Corp.
Patrick E. Malloy
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
Goodrich Petroleum Corp.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.20
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(Title of Class of Securities)
382410 10 8
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(CUSIP Number)
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, NY 10038
(212) 504-5555
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 21, 1999
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [X].
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
disclosures provided in a prior cover page.
The information required on 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).
CUSIP NO. 382410 10 8
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SCHEDULE 13D
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CUSIP NO. 382410 10 8 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrick E. Malloy
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(A) [ ] (B)[X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
1,244,800
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,244,800
PERSON --------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,244,800
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20. 55%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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PAGE 3 OF 7 PAGES
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of common stock, $0.20 par value
per share (the "Common Stock"), of Goodrich Petroleum Corporation (the
"Corporation"). On October 12, 1999, Patrick E. Malloy (the "Reporting Person")
filed a Schedule 13G disclosing his beneficial ownership of more than 5% of the
Common Stock. On October 21, 1999, the Reporting Person's beneficial ownership
of the Common Stock exceeded 20% of the outstanding Common Stock, and,
therefore, the Reporting Person is filing this Schedule 13D pursuant to Rule
13d-3 of the Exchange Act.
The Corporation's principal executive office is located at 815
Walker, Suite 1040, Houston, TX 77002.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by the Reporting Person.
(b) The business address of the Reporting Person is: Bay Street at
the Waterfront, Sag Harbor, NY 11963.
(c) The Reporting Person's present principal occupation is:
President of Malloy Enterprises, Inc., which specializes in real estate and
other investments.
(d) During the past five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, the Reporting Person has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which he 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) The Reporting Person is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds used by the Reporting Person to purchase the securities of
the Corporation were derived from borrowing through margin accounts and from
personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person has acquired his beneficial ownership in the
shares of Common Stock for investment purposes. The Reporting Person does not
have any present plan or proposal as a stockholder which relates to, or would
result in any action with respect to, the matters listed in paragraphs (b)
through (j) of Item 4 of Schedule 13D. In the future, the
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PAGE 4 OF 7 PAGES
Reporting Person may decide to purchase additional shares of Common Stock in the
open market or a private transaction, or to sell any or all of his shares of
Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999, as of August 13, 1999, the Corporation had
issued and outstanding 5,277,703 shares of Common Stock. The Reporting Person is
the beneficial owner of 1,244,800 shares of Common Stock or 20.55% of the
outstanding Common Stock, consisting of (i) 464,800 shares of Common Stock, (ii)
$1,200,000 of Goodrich Petroleum Company LLC Convertible Notes which are
currently convertible into 300,000 shares of Common Stock, (iii) 150,000
Preferred Units of Goodrich Petroleum Company LLC which are currently
convertible into 150,000 shares of Common Stock, and (iv) warrants to purchase
330,000 shares of Common Stock, which are currently exercisable.
(b) The Reporting Person has the sole power to vote, or to direct
the vote of, 1,244,800 shares of Common Stock and sole power to dispose of, or
to direct the disposition of, 1,244,800 shares of Common Stock.
(c) See attached Schedule A.
(d) Not Applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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PAGE 5 OF 7 PAGES
SIGNATURE.
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.
Date: October 28, 1999.
/S/ PATRICK E. MALLOY
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PATRICK E. MALLOY
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PAGE 6 OF 7 PAGES
SCHEDULE A
Transactions in Shares of Common Stock over the
60 days preceding October 28, 1999.
Purchase or Price Per
Date Number of Shares Sale (1) Share (2)
---- ---------------- -------- ---------
Patrick E
Molloy, III:
09/08/1999 5,000 Purchase $1.06
09/08/1999 3,000 Purchase $1.06
09/09/1999 3,500 Purchase $1.06
09/09/1999 6,000 Purchase $1.06
09/09/1999 1,900 Purchase $1.06
09/09/1999 10,000 Purchase $1.12
09/14/1999 3,100 Purchase $1.62
09/20/1999 4,000 Purchase $2.12
09/20/1999 3,600 Purchase $1.87
09/20/1999 1,400 Purchase $1.93
09/20/1999 5,000 Purchase $2.00
09/20/1999 4,000 Purchase $2.00
09/21/1999 4,000 Purchase $2.06
09/22/1999 15,000 Purchase $2.25
09/22/1999 200 Purchase $2.18
09/22/1999 5,300 Purchase $2.25
09/22/1999 6,100 Purchase $2.25
09/23/1999 2,800 Purchase $2.31
09/23/1999 12,900 Purchase $2.37
09/24/1999 8,200 Purchase $2.48
09/27/1999 1,000 Purchase $2.62
09/27/1999 8,600 Purchase $2.68
09/28/1999 28,500 Purchase $2.59
09/28/1999 14,500 Purchase $2.59
09/29/1999 2,500 Purchase $2.42
09/30/1999 8,000 Purchase $2.60
09/30/1999 5,500 Purchase $2.60
10/01/1999 7,600 Purchase $2.57
10/01/1999 7,600 Purchase $2.57
10/04/1999 1,400 Purchase $2.62
10/05/1999 28,650 Purchase $2.61
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PAGE 7 OF 7 PAGES
10/05/1999 30,050 Purchase $2.61
10/06/1999 5,800 Purchase $2.50
10/06/1999 5,800 Purchase $2.50
10/07/1999 5,600 Purchase $2.66
10/08/1999 4,000 Purchase $2.50
10/11/1999 38,500 Purchase $2.26
10/11/1999 37,000 Purchase $2.26
10/13/1999 8,000 Purchase $2.25
10/14/1999 10,500 Purchase $2.20
10/15/1999 1,500 Purchase $2.25
10/18/1999 1,600 Purchase $2.17
10/19/1999 11,500 Purchase $2.42
10/20/1999 13,800 Purchase $2.65
10/20/1999 12,100 Purchase $2.65
10/21/1999 12,100 Purchase $2.72
10/21/1999 25,900 Purchase $2.72
10/22/1999 5,800 Purchase $2.75
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Total 448,400
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(1) Open market transactions.
(2) Excluding brokerage commissions.
