-----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, GSyAsUXwLsrpvxfuxvyuomMa6dXM2ZrVEWo3PjJHRylhKZBXsGSxxnp4He1Vg4G1 mFjzvuaahptfsYNObVCOsg== 0000921749-97-000133.txt : 19971002 0000921749-97-000133.hdr.sgml : 19971002 ACCESSION NUMBER: 0000921749-97-000133 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971001 SROS: NASD GROUP MEMBERS: CARL C. ICAHN GROUP MEMBERS: HIGH RIVER LIMITED PARTNERSHIP GROUP MEMBERS: ICAHN CARL C ET AL GROUP MEMBERS: LITTLE MEADOW CORP. GROUP MEMBERS: RIVERDALE LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOTHIC ENERGY CORP CENTRAL INDEX KEY: 0000878482 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 222663839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-46067 FILM NUMBER: 97689090 BUSINESS ADDRESS: STREET 1: 5727 S LEWIS AVE STE 700 STREET 2: P O BOX 186 CITY: TULSARD STATE: OK ZIP: 74105 BUSINESS PHONE: 9187495666 FORMER COMPANY: FORMER CONFORMED NAME: TNC MEDIA INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.__)* Gothic Energy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 383482106 (CUSIP Number) Marc Weitzen, Esq. Gordon Altman Butowsky Weitzen Shalov & Wein 114 West 47th Street, 20th Floor New York, New York 10036 (212) 626-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 23, 1997 (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(b)(3) or (4), check the following box / /. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). Page 1 of 11 Pages List of Exhibits is on Page 8. SCHEDULE 13D CUSIP No. 383482106 Page 2 of 11 Pages 1 NAME OF REPORTING PERSON High River Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 1,400,000 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 1,400,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,400,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 383482106 Page 3 of 11 Pages 1 NAME OF REPORTING PERSON Riverdale LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC,AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 1,400,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,400,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,400,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.6% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP No. 383482106 Page 4 of 11 Pages 1 NAME OF REPORTING PERSON Little Meadow Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 200,000 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 200,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 383482106 Page 5 of 11 Pages 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /X/ (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 1,600,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,600,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,600,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D Item 1. Security and Issuer This Schedule 13D relates to the common stock, par value $0.01 per share (the "Shares"), of Gothic Energy Corporation (the "Issuer" or "Gothic"). The address of the principal executive offices of the Issuer is 5727 South Lewis Avenue, Suite 700, Tulsa, Oklahoma 74105. Item 2. Identity and Background The persons filing this statement are High River Limited Partnership, a Delaware limited partnership ("High River"), Riverdale LLC, a New York limited liability company ("Riverdale"), Little Meadow Corp., a Delaware corporation ("Little Meadow") and Carl C. Icahn, a citizen of the United States of America (collectively, the "Registrants"). The principal business address and the address of the principal office of the Registrants is 100 South Bedford Road, Mount Kisco, New York 10549, with the exception of Carl C. Icahn, whose principal business address is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. Riverdale is the general partner of High River and Carl C. Icahn is its sole member. Little Meadow is wholly owned by Carl C. Icahn. Registrants may be deemed to be a "group" with the meaning of Section 13(d)(3) promulgated under the Securities Exchange Act of 1934, as amended (the "Act"). High River is primarily engaged in the business of investing in securities. Riverdale is primarily engaged in the business of owning real estate and acting as general partner of High River. Little Meadow is primarily engaged in the business of investing in securities. Carl C. Icahn's present principal occupation or employment is acting as President and a Director of Starfire Holding Corporation, a Delaware corporation ("Starfire"), and as the Chairman of the Board and Director of various of Starfire's subsidiaries, including ACF Industries, Incorporated, a New Jersey corporation ("ACF"). Starfire, whose principal business address is 100 South Bedford Road, Mount Kisco, New York 10549, is primarily engaged in the business of holding, either directly or through its subsidiaries, a majority of the common stock of ACF. ACF is primarily engaged in the business of leasing, selling and manufacturing railroad freight and tank cars. The name, citizenship, present principal occupation or employment and business address of each member of Riverdale and each director and executive officer of Little Meadow is set forth in Schedule A attached hereto. Carl C. Icahn is the sole stockholder and a director of Little Meadow. Carl C. Icahn is the sole member of Riverdale and owns 100% of the interests therein. As such, Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by the Registrants. Neither High River, Riverdale, Little Meadow, Mr. Icahn, nor any executive officer or director of any of the Registrants, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) 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 a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The aggregate purchase price of the 1,600,000 Shares purchased by the Registrants was $4,252,812.50 (including commissions). The source of funding for the purchase of these Shares was general working capital of the Registrants. Item 4. Purpose of Transaction The Registrants have acquired the Shares for investment purposes. Depending on market conditions and other factors, the Registrants may acquire additional Shares as they deem appropriate, whether in open market purchases, privately negotiated transactions or otherwise. The Registrants also reserve the right to dispose of some or all of their Shares in the open market, in privately negotiated transactions to third parties or otherwise. Item 5. Interest in Securities of the Issuer (a) As of the close of business on September 30, 1997, Registrants may be deemed to beneficially own, in the aggregate, 1,600,000 Shares representing approximately 9.9% of the Issuer's outstanding Shares (based upon the 16,235,640 Shares stated to be outstanding as of September 30, 1997 by the Issuer in the Issuer's press release dated September 30, 1997). High River has sole voting power and sole dispositive power with regard to 1,400,000 Shares. Riverdale has shared voting power and shared dispositive power with regard to 1,400,000 Shares. Little Meadow has sole voting power and sole dispositive power with regard to 200,000 Shares. Carl C. Icahn has shared voting power and shared dispositive power with regard to 1,600,000 Shares. Riverdale and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Riverdale and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Mr. Icahn, by virtue of his relationship to Little Meadow (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Little Meadow directly beneficially owns. Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Registrants. All such transactions were effected in the open market over-the-counter.
No. of Shares Price Name Date Purchased Per Share - ---- ---- ------------- --------- High River 9/23/97 100,000 $ 2.6563 9/24/97 250,000 $ 2.75 9/25/97 300,000 $ 2.875 9/29/97 75,000 $ 2.75 9/30/97 265,000 $ 2.875
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Except as described herein, neither any of the Registrants nor any person referred to in Schedule A attached hereto, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, included but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material to be Filed as Exhibits 1. Joint Filing Agreement of the Registrants 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. Dated: October 1, 1997 RIVERDALE LLC By: /S/ Carl C. Icahn -------------------- Name: Carl C. Icahn Title: Member HIGH RIVER LIMITED PARTNERSHIP By: RIVERDALE LLC, General Partner By:/s/ Carl C. Icahn --------------------- Name: Carl C. Icahn Title: Member LITTLE MEADOW CORP. By: /s/ Carl C. Icahn ---------------------- Name: Carl C. Icahn Title: Chairman of the Board /s/ Carl C. Icahn ---------------------- Carl C. Icahn SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS Name, Business Address and Principal Occupation of Each Member of Riverdale and Each Officer and Director of Little Meadow. The following sets forth the name, position, and principal occupation of each member of Riverdale and executive officer and director of Little Meadow. Each such person is a citizen of the United States of America. Except as otherwise indicated, the business address of each director and officer is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the best of Registrants' knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the Registrants own any shares of the Issuer.
RIVERDALE LLC Name Position Principal Occupation - ---- -------- -------------------- Carl C. Icahn Member See Item 2 herein
LITTLE MEADOW CORP. Name Position Principal Occupation - ---- ----------- -------------------- Carl C. Icahn Director and See Item 2 herein Chairman of the Board Edward E. Mattner President Securities Trader for various Icahn affiliated entities Richard T. Buonato* Vice President Controller of Starfire and Assistant Secretary *The business address of Mr. Buonato is at 1 Wall Street Court, Suite 980, New York, New York 10005 Gail Golden Vice President Officer of various and Secretary Ichan affiliated entities Robert J. Mitchell Vice President Chief Financial Officer of and Treasurer various Icahn affiliated entities
EX-1 2 JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $.01 per share, of Gothic Energy Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 1st day of October, 1997. RIVERDALE LLC By: /S/ Carl C. Icahn -------------------- Name: Carl C. Icahn Title: Member HIGH RIVER LIMITED PARTNERSHIP By: RIVERDALE LLC, General Partner By:/s/ Carl C. Icahn -------------------- Name: Carl C. Icahn Title: Member LITTLE MEADOW CORP. By: /s/ Carl C. Icahn -------------------- Name: Carl C. Icahn Title: Chairman of the Board /s/ Carl C. Icahn -------------------- Carl C. Icahn -----END PRIVACY-ENHANCED MESSAGE-----