-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LnTNih4Genw342PhTnO8TtwNo6eTVNZ9ScQ96pYwclx3Nod7PR65G40OubzW39fj 3BNmWRqi13E1AStlA0Lkgw== 0001047469-99-038887.txt : 19991018 0001047469-99-038887.hdr.sgml : 19991018 ACCESSION NUMBER: 0001047469-99-038887 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991015 GROUP MEMBERS: DANIEL H. CASE III GROUP MEMBERS: DONALD CAMPBELL GROUP MEMBERS: HAMBRECHT & QUIST CALIFORNIA GROUP MEMBERS: HAMBRECHT & QUIST GROUP GROUP MEMBERS: HAMBRECHT & QUIST GUARANTY FINANCE, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOODRICH PETROLEUM CORP CENTRAL INDEX KEY: 0000943861 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760466193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44491 FILM NUMBER: 99728683 BUSINESS ADDRESS: STREET 1: 333 TEXAS STREET STREET 2: SUITE 1375 CITY: SHREVEPORT STATE: LA ZIP: 71101-5319 BUSINESS PHONE: 3184291375 MAIL ADDRESS: STREET 1: 333 TEXAS STREET STREET 2: SUITE 1375 CITY: 333 TEXAS STREET STATE: LA ZIP: 71101-5319 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAMBRECHT & QUIST GROUP CENTRAL INDEX KEY: 0001017267 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943246636 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 0NE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4154393000 MAIL ADDRESS: STREET 1: ONE BUSH ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER COMPANY: FORMER CONFORMED NAME: HAMBRECHT & QUIST GROUP INC DATE OF NAME CHANGE: 19960619 SC 13D 1 SC 13D 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 Page 2 of 13 Pages - ------------------------------------------------------------------------------- 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/ - ------------------------------------------------------------------------------- 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 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 4 of 13 Pages - ------------------------------------------------------------------------------- 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 5 of 13 Pages - ------------------------------------------------------------------------------- 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 6 of 13 Pages - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 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 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:
Principal Occupation Name Position Address (Business) - ------ -------- ------- ---------- 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 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
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:
Principal Occupation Name Position Address (Business) - ------ -------- ------- ---------- 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 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
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 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:
Number of Shares of Percentage Investor Common Stock of Class -------- ------------ --------- 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%
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 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 12 of 13 EXHIBIT INDEX Exhibit A Joint Filing Undertaking Page 13 EX-99.A 2 EXHIBIT 99(A) 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 -----END PRIVACY-ENHANCED MESSAGE-----