SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under
the Securities Act of 1934
(Amendment No. 4)*
GOODRICH PETROLEUM CORPORATION
(Name of Issuer)
Common Stock, par value $0.20 per share
(Title of Class of Securities)
382410-10-8
(CUSIP Number)
Steven N. Machtinger
560 Mission Street
San Francisco, CA 94105
(415) 315-7800
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 16, 2003
(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), 13d-1(f) or 13d-1(g), check the following
box ý.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).
1
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CUSIP NO. 382410—10—8 |
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13 D |
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Page 2 of 17 Pages |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Alps Investments LLC |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý |
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3 |
SEC USE ONLY
|
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|
4 |
SOURCE OF FUNDS
OO |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A |
o |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,544,341 |
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|
8 |
SHARED VOTING POWER
0 |
|||
|
9 |
SOLE DISPOSITIVE POWER
1,544,341 |
|||
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10 |
SHARED DISPOSITIVE POWER
0 |
|||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,751,470* |
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|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A |
o |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%* |
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14 |
TYPE OF REPORTING PERSON
IV |
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* See Item 5 herein.
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CUSIP NO. 382410—10—8 |
13 D |
Page 3 of 17 Pages |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Campbell Associates |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý |
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3 |
SEC USE ONLY
|
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4 |
SOURCE OF FUNDS
OO |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A |
o |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
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8 |
SHARED VOTING POWER
2,442 |
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|
9 |
SOLE DISPOSITIVE POWER
0 |
|||
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10 |
SHARED DISPOSITIVE POWER
2,442 |
|||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,751,470* |
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|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A |
o |
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%* |
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14 |
TYPE OF REPORTING PERSON
PN |
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* See Item 5 herein.
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CUSIP NO. 382410—10—8 |
13 D |
Page 4 of 17 Pages |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Donald M.Campbell Money Purchase Pension Plan |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý |
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3 |
SEC USE ONLY
|
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4 |
SOURCE OF FUNDS
OO |
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|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A |
o |
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|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
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|
8 |
SHARED VOTING POWER
262,629 |
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|
9 |
SOLE DISPOSITIVE POWER
0 |
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|
10 |
SHARED DISPOSITIVE POWER
262,629 |
|||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,751,470* |
|||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A |
o |
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%* |
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|
14 |
TYPE OF REPORTING PERSON
PN |
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* See Item 5 herein.
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CUSIP NO. 382410—10—8 |
13 D |
Page 5 of 17 Pages |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Daniel H. Case III Living Trust U/A Dated 7/17/00 |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý |
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3 |
SEC USE ONLY
|
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|
4 |
SOURCE OF FUNDS
OO |
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|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A |
o |
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
516,286 |
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8 |
SHARED VOTING POWER
0 |
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|
9 |
SOLE DISPOSITIVE POWER
516,286 |
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|
10 |
SHARED DISPOSITIVE POWER
0 |
|||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,751,470* |
|||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A |
o |
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%* |
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|
14 |
TYPE OF REPORTING PERSON
OO |
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* See Item 5 herein.
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CUSIP NO. 382410—10—8 |
13 D |
Page 6 of 17 Pages |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Estate of Daniel H. Case III |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý |
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3 |
SEC USE ONLY
|
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4 |
SOURCE OF FUNDS
OO |
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|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A |
o |
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
27,000 |
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8 |
SHARED VOTING POWER
0 |
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|
9 |
SOLE DISPOSITIVE POWER
27,000 |
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10 |
SHARED DISPOSITIVE POWER
0 |
|||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,751,470* |
|||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A |
o |
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%* |
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|
14 |
TYPE OF REPORTING PERSON
OO |
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* See Item 5 herein.
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CUSIP NO. 382410—10—8 |
13 D |
Page 7 of 17 Pages |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Stacey B. Case Living Trust |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý |
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3 |
SEC USE ONLY
|
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4 |
SOURCE OF FUNDS
OO |
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|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A |
o |
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
128,663 |
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|
8 |
SHARED VOTING POWER
0 |
|||
|
9 |
SOLE DISPOSITIVE POWER
128,663 |
|||
|
10 |
SHARED DISPOSITIVE POWER
0 |
|||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,751,470* |
|||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A |
o |
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%* |
|||
|
14 |
TYPE OF REPORTING PERSON
OO |
|||
* See Item 5 herein.
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CUSIP NO. 382410—10—8 |
13 D |
Page 8 of 17 Pages |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Michael D. Fulton and Katheryn E. Cole |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý |
|||
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3 |
SEC USE ONLY
|
|||
|
4 |
SOURCE OF FUNDS
OO |
|||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A |
o |
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
||
|
8 |
SHARED VOTING POWER
869,507 |
|||
|
9 |
SOLE DISPOSITIVE POWER
0 |
|||
|
10 |
SHARED DISPOSITIVE POWER
869,507 |
|||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,751,470* |
|||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A |
o |
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%* |
|||
|
14 |
TYPE OF REPORTING PERSON
IN |
|||
* See Item 5 herein.
|
CUSIP NO. 382410—10—8 |
13 D |
Page 9 of 17 Pages |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Laurence L. Spitters |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý |
|||
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3 |
SEC USE ONLY
|
|||
|
4 |
SOURCE OF FUNDS
OO |
|||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A |
o |
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
320,452 |
||
|
8 |
SHARED VOTING POWER
0 |
|||
|
9 |
SOLE DISPOSITIVE POWER
320,452 |
|||
|
10 |
SHARED DISPOSITIVE POWER
0 |
|||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,751,470* |
|||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A |
o |
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%* |
|||
|
14 |
TYPE OF REPORTING PERSON
IN |
|||
* See Item 5 herein.
|
CUSIP NO. 382410—10—8 |
13 D |
Page 10 of 17 Pages |
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1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Hambrecht & Quist California |
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|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý |
|||
|
3 |
SEC USE ONLY
|
|||
|
4 |
SOURCE OF FUNDS
OO |
|||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A |
o |
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
||
|
8 |
SHARED VOTING POWER
2,786,632 |
|||
|
9 |
SOLE DISPOSITIVE POWER
0 |
|||
|
10 |
SHARED DISPOSITIVE POWER
2,786,632 |
|||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,751,470* |
|||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A |
o |
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%* |
|||
|
14 |
TYPE OF REPORTING PERSON
CO |
|||
* See Item 5 herein.
|
CUSIP NO. 382410—10—8 |
13 D |
Page 11 of 17 Pages |
|
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Hambrecht & Quist Group |
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|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý |
|||
|
3 |
SEC USE ONLY
|
|||
|
4 |
SOURCE OF FUNDS
OO |
|||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A |
o |
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
||
|
8 |
SHARED VOTING POWER
2,786,632 |
|||
|
9 |
SOLE DISPOSITIVE POWER
0 |
|||
|
10 |
SHARED DISPOSITIVE POWER
2,786,632 |
|||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,751,470* |
|||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A |
o |
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%* |
|||
|
14 |
TYPE OF REPORTING PERSON
CO |
|||
* See Item 5 herein.
|
CUSIP NO. 382410—10—8 |
13 D |
Page 12 of 17 Pages |
|
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Hambrecht & Quist Guaranty Finance, LLC |
|||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý |
|||
|
3 |
SEC USE ONLY
|
|||
|
4 |
SOURCE OF FUNDS
OO |
|||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A |
o |
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
||
|
8 |
SHARED VOTING POWER
2,786,632 |
|||
|
9 |
SOLE DISPOSITIVE POWER
0 |
|||
|
10 |
SHARED DISPOSITIVE POWER
2,786,632 |
|||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,751,470* |
|||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A |
o |
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%* |
|||
|
14 |
TYPE OF REPORTING PERSON
OO |
|||
* See Item 5 herein.
|
CUSIP NO. 382410—10—8 |
13 D |
Page 13 of 17 Pages |
|
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Donald M. Campbell |
|||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý |
|||
|
3 |
SEC USE ONLY
|
|||
|
4 |
SOURCE OF FUNDS
PF, OO |
|||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A |
o |
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
293,518* |
||
|
8 |
SHARED VOTING POWER
3,051,703* |
|||
|
9 |
SOLE DISPOSITIVE POWER
293,518* |
|||
|
10 |
SHARED DISPOSITIVE POWER
3,051,703* |
|||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,751,470* |
|||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A |
o |
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%* |
|||
|
14 |
TYPE OF REPORTING PERSON
IN |
|||
* See Item 5 herein.
|
CUSIP NO. 382410—10—8 |
13 D |
Page 14 of 17 Pages |
|
1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities only)
Guaranty Finance Management, LLC |
|||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ý |
|||
|
3 |
SEC USE ONLY
|
|||
|
4 |
SOURCE OF FUNDS
OO |
|||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A |
o |
||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
||
|
8 |
SHARED VOTING POWER
2,786,632 |
|||
|
9 |
SOLE DISPOSITIVE POWER
0 |
|||
|
10 |
SHARED DISPOSITIVE POWER
2,786,632 |
|||
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,751,470* |
|||
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A |
o |
||
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.2%* |
|||
|
14 |
TYPE OF REPORTING PERSON
OO |
|||
* See Item 5 herein.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Introduction.
This Amendment No. 4 (“Amendment No. 3”) to Schedule 13D is filed by Alps Investments LLC, a Virginia limited liability company (“Alps”); Daniel H. Case III Living Trust U/A Dated 7/17/00 (the “D. Case Trust”); Estate of Daniel H. Case III (the “D. Case Estate”); Stacey B. Case Living Trust (the “S. Case Trust”); Michael D. Fulton & Katheryn E. Cole (“Fulton & Cole”); Laurence L. Spitters (“Spitters”); Campbell Associates, a Nevada family partnership (“Campbell Associates”); Delaware Charter Guaranty Trust Co., Custodian for Donald M. Campbell Money Purchase Pension Plan (the “Plan”); Donald M. Campbell (“Campbell”); Hambrecht & Quist Group, a Delaware corporation (“H&Q Group”), Hambrecht & Quist California, a California corporation (“H&Q California”); Hambrecht & Quist Guaranty Finance LLC, a California limited liability company (“H&Q Guaranty Finance”); and Guaranty Finance Management, LLC, a Delaware limited liability company (“Guaranty Finance Management”, and, together with Alps, the D. Case Trust, the D. Case Estate, the S. Case Trust, Fulton & Cole, Spitters, Campbell Associates, the Plan, Campbell, H&Q Group, H&Q California and H&Q Guaranty Finance, the “Reporting Persons”). This Amendment No. 4 amends the Original Schedule 13D (the “Original Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on October 15, 1999 by certain of the Reporting Persons, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on September 5, 2002 by H&Q Group, H&Q California, H&Q Guaranty Finance, Guaranty Finance Management and Campbell (“Amendment No. 1”), as amended by Amendment No. 2 to Schedule 13D filed with the SEC on October 9, 2002 by H&Q Group, H&Q California, H&Q Guaranty Finance, Guaranty Finance Management and Campbell (“Amendment No. 2”), as amended by Amendment No. 3 to Schedule 13D filed with the SEC on January 23, 2003 by the Reporting Persons (“Amendment No. 3”).
On February 12, 2002, Alps filed Amendment No. 5 to its Statement on Schedule 13G (as amended to date, the “Alps Schedule 13G”). On February 13, 2002, Fulton & Cole filed Amendment No. 5 to their Statement on Schedule 13G (as amended to date, the “Fulton & Cole Schedule 13G”). The Alps Schedule 13G and the Fulton & Cole Schedule 13G are incorporated by reference herein.
All capitalized terms used herein but not otherwise defined herein shall have the meanings given to them in Amendment No. 1. The Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 (the “Schedule 13D”) is hereby amended as follows:
No change since Amendment No. 3 (“No Change”).
No Change.
No Change.
No Change.
15
No Change, except that Spitters inadvertently failed to list on his signature page to the Agreement 109,560 shares of Common Stock beneficially owned by him as a result of his ownership of warrants of the Issuer.
Accordingly, the following chart amends and restates the chart in Item 5 in Amendment No. 3 and the related disclosure:
|
Reporting Person |
|
Sole Power(1) to Vote |
|
Shared Power(1) to Vote |
|
Sole Power(1) to Dispose |
|
Shared Power(1) To Dispose |
|
Percentage(1) Of Class (not as a Group) |
|
Aggregate(2)(3) Beneficial Ownership |
|
Percentage(2) (3) Of Class (as a Group) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alps |
|
1,544,341 |
|
0 |
|
1,544,341 |
|
0 |
|
8.4% |
|
6,751,470 |
|
33.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Case Trust |
|
516,286 |
|
0 |
|
516,286 |
|
0 |
|
2.9% |
|
6,751,470 |
|
33.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Case Estate |
|
27,000 |
|
0 |
|
27,000 |
|
0 |
|
0.15% |
|
6,751,470 |
|
33.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S. Case Trust |
|
128,663 |
|
0 |
|
128,663 |
|
0 |
|
0.72% |
|
6,751,470 |
|
33.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fulton & Cole |
|
0 |
|
869,507 |
|
0 |
|
869,507 |
|
4.8% |
|
6,751,470 |
|
33.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spitters |
|
320,452 |
|
0 |
|
320,452 |
|
0 |
|
1.8% |
|
6,751,470 |
|
33.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Campbell Associates |
|
0 |
|
2,442 |
|
0 |
|
2,442 |
|
0.01% |
|
6,751,470 |
|
33.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H&Q Group |
|
0 |
|
2,786,632(3) |
|
0 |
|
2,786,632(3) |
|
14.6% |
|
6,751,470 |
|
33.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H&Q California |
|
0 |
|
2,786,632(3) |
|
0 |
|
2,786,632(3) |
|
14.6% |
|
6,751,470 |
|
33.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H&Q Guaranty Finance |
|
0 |
|
2,786,632(3) |
|
0 |
|
2,786,632(3) |
|
14.6% |
|
6,751,470 |
|
33.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Campbell |
|
293,518 |
|
3,051,703(3)(4) |
|
293,518 |
|
3,051,703(3)(4) |
|
18.5% |
|
6,751,470 |
|
33.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranty Finance Management |
|
0 |
|
2,786,632(3) |
|
0 |
|
2,786,632(3) |
|
14.6% |
|
6,751,470 |
|
33.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Calculated in accordance with Rule 13d-3 of the Exchange Act, excluding shares owned beneficially solely because of the formation of a Group.
(2) Calculated in accordance with Rule 13d-3 of the Exchange Act, including shares owned beneficially solely because of the formation of a Group.
(3) Includes shares of Common Stock issuable upon the conversion of the Issuer’s Series A Preferred Stock, which Common Stock is excluded from the Group Shares.
(4) Includes shares of Common Stock held in the name of Campbell Associates and Delaware Charter Guaranty & Trust Co., Custodian for the Plan.
16
No Change, except for the matters disclosed in Item 5 herein.
The following exhibits to this Statement on Schedule 13D are filed herewith:
17
SIGNATURE
Each party, after reasonable inquiry and to the best of its knowledge and belief, certifies that the information set forth in this statement is true, complete and correct.
Dated: January 28, 2003
|
HAMBRECHT & QUIST GROUP |
|
|
|
|
|
By: |
/s/ Steven N. Machtinger |
|
Name: Steven N. Machtinger |
|
|
Title: Vice President |
|
|
HAMBRECHT & QUIST CALIFORNIA |
|
|
|
|
|
By: |
/s/ Steven N. Machtinger |
|
Name: Steven N. Machtinger |
|
|
Title: General Counsel |
|
|
HAMBRECHT & QUIST GUARANTY FINANCE, LLC |
|
|
|
|
|
By: |
/s/ David Golden |
|
Name: David Golden |
|
|
Title: Member of Management Committee |
|
|
|
|
|
|
|
|
|
|
|
/s/ Donald M. Campbell |
|
|
Donald M. Campbell |
|
|
|
|
|
|
|
GUARANTY FINANCE MANAGEMENT, LLC |
||
|
|
|
|
|
|
|
|
|
By: |
/s/ Donald M. Campbell |
|
|
|
Donald M. Campbell |
|
|
|
Chief Executive Officer and Manager |
|
|
ALPS INVESTMENT, LLC |
||
|
|
|
|
|
|
|
|
|
By: |
Ka Po'e Hana, LLC, its Manager |
|
|
By: |
/s/ Joseph Rymal |
|
|
Title: |
Vice President |
|
|
CAMPBELL ASSOCIATES |
||
|
|
|
|
|
|
|
|
|
By: |
/s/ Donald M. Campbell |
|
|
Name: |
Donald M. Campbell |
|
|
Title: |
General Partner |
|
|
DONALD M. CAMPBELL MONEY PURCHASE PENSION PLAN |
||
|
|
|
|
|
|
|
|
|
By: |
/s/ Donald M. Campbell |
|
|
|
Donald M. Campbell |
|
|
|
Beneficiary |
|
|
DANIEL H. CASE III LIVING TRUST U/A DATED 7/17/00 |
||
|
|
|
|
|
|
|
|
|
By: |
Ka Po'e Hana, LLC, its Manager |
|
|
By: |
/s/ Joseph Rymal |
|
|
Title: |
Vice President |
|
|
ESTATE OF DANIEL H. CASE |
||
|
|
|
|
|
|
|
|
|
By: |
Ka Po'e Hana, LLC, its Manager |
|
|
By: |
/s/ Joseph Rymal |
|
|
Title: |
Vice President |
|
|
|
|
|
|
|
|
|
|
|
||
|
STACEY B. CASE LIVING TRUST |
||
|
|
|
|
|
|
|
|
|
By: |
Ka Po'e Hana, LLC, its Manager |
|
|
By: |
/s/ Joseph Rymal |
|
|
Title: |
Vice President |
|
|
MICHAEL D. FULTON |
||
|
|
|
|
|
|
|
|
|
By: |
/s/ Michael D. Fulton |
|
|
|
|
|
|
|
|
|
|
KATHERYN E. COLE |
||
|
|
|
|
|
|
|
|
|
By: |
/s/ Katheryn E. Cole |
|
|
|
|
|
|
|
|
|
|
LAURENCE L. SPITTERS |
||
|
|
|
|
|
|
|
|
|
By: |
/s/ Donald M. Campbell |
|
|
|
Donald M. Campbell |
|
|
|
Attorney-in-Fact* |
|
|
|
|
|
|
|
|
|
|
* Pursuant to a Power-of-Attorney granted to Donald M. Campbell in the Agreement |
||
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Exchange Act, the undersigned hereby agree to the joint filing with each other on behalf of each of them a statement on Schedule 13D with respect to the Common Stock deemed to be beneficially owned by each of them.
The undersigned further agree that each party hereto is responsible for the timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness or accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information contained therein concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 28th day of January, 2003.
|
HAMBRECHT & QUIST GROUP |
||
|
|
|
|
|
|
|
|
|
By: |
/s/ Steven N. Machtinger |
|
|
Name: |
Steven N. Machtinger |
|
|
Title: |
Vice President |
|
|
HAMBRECHT & QUIST CALIFORNIA
|
||
|
|
|
|
|
|
|
|
|
By: |
/s/ Steven N. Machtinger |
|
|
Name: |
Steven N. Machtinger |
|
|
Title: |
General Counsel |
|
|
HAMBRECHT & QUIST GUARANTY FINANCE, LLC
|
||
|
|
|
|
|
|
|
|
|
By: |
/s/ David Golden |
|
|
Name: |
David Golden |
|
|
Title: |
Member of Management Committee |
|
|
|
|
|
|
|
|
|
|
|
/s/ Donald M. Campbell |
|
|
Donald M. Campbell |
|
|
|
|
|
GUARANTY FINANCE MANAGEMENT, LLC |
||
|
|
|
|
|
|
|
|
|
By: |
/s/ Donald M. Campbell |
|
|
|
Donald M. Campbell |
|
|
|
Chief Executive Officer and Manager |
|
|
ALPS INVESTMENT, LLC |
||
|
|
|
|
|
|
|
|
|
By: |
Ka Po'e Hana, LLC, its Manager |
|
|
By: |
/s/ Joseph Rymal |
|
|
Title: |
Vice President |
|
|
CAMPBELL ASSOCIATES |
||
|
|
|
|
|
|
|
|
|
By: |
/s/ Donald M. Campbell |
|
|
Name: |
Donald M. Campbell |
|
|
Title: |
General Partner |
|
|
DONALD M. CAMPBELL MONEY PURCHASE PENSION PLAN |
||
|
|
|
|
|
|
|
|
|
By: |
/s/ Donald M. Campbell |
|
|
|
Donald M. Campbell |
|
|
|
Beneficiary |
|
|
DANIEL H. CASE III LIVING TRUST U/A DATED 7/17/00 |
||
|
|
|
|
|
|
|
|
|
By: |
Ka Po'e Hana, LLC, its Manager |
|
|
By: |
/s/ Joseph Rymal |
|
|
Title: |
Vice President |
|
|
ESTATE OF DANIEL H. CASE |
||
|
|
|
|
|
|
|
|
|
By: |
Ka Po'e Hana, LLC, its Manager |
|
|
By: |
/s/ Joseph Rymal |
|
|
Title: |
Vice President |
|
|
|
|
|
|
STACEY B. CASE LIVING TRUST |
|
|
|
|
|
|
|
|
By: |
Ka Po'e Hana, LLC, its Manager |
|
By: |
/s/ Joseph Rymal |
|
Title: |
Vice President |
|
MICHAEL D. FULTON |
|
|
|
|
|
|
|
|
By: |
/s/ Michael D. Fulton |
|
|
|
|
|
|
|
KATHERYN E. COLE |
|
|
|
|
|
|
|
|
By: |
/s/ Katheryn E. Cole |
|
|
|
|
|
|
|
LAURENCE L. SPITTERS |
|
|
|
|
|
|
|
|
By: |
/s/ Donald M. Campbell |
|
|
Donald M. Campbell |
|
|
Attorney-in-Fact* |
|
|
|
|
|
|
|
* Pursuant to a Power-of-Attorney granted to Donald M. Campbell in the Agreement |
|