-----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, IBxN9/b0jka+f3z3w3eSYeq8RfOVYskYgPsfk04T+cQdqY1Kc4qOLZ9FflM6Fin1 SOQOm1TSbCGYolT4zbcEiw== 0000930661-97-001725.txt : 19970716 0000930661-97-001725.hdr.sgml : 19970716 ACCESSION NUMBER: 0000930661-97-001725 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970715 SROS: NONE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19753 FILM NUMBER: 97640732 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): JUNE 30, 1997 GOTHIC ENERGY CORPORATION - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) OKLAHOMA 0-19753 22-2663839 - -------------------------------------------------------------------------------- (State of incorporation (Commission File Number) (IRS Employer ID No.) or organization) 5727 SOUTH LEWIS AVENUE - SUITE 700 - TULSA, OKLAHOMA 74105 - -------------------------------------------------------------------------------- (Address of principal executive offices) (918) 749-5666 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On June 30, 1997, the Company entered into an agreement with two affiliates of HS Resources, Inc. ("HS") to acquire various working interests in a total of approximately 250 oil and gas producing properties located in New Mexico and Oklahoma. New Mexico Properties: The New Mexico properties to be acquired from HS --------------------- consist of working interests in approximately 100 wells located in four fields in Chavez and Eddy counties. The Company will operate 92 of these wells. These producing properties are located in the Delaware/Permian Basin. The Company has identified approximately 60 proven development locations on these properties, as well as a number of behind pipe recompletion possibilities which it presently intends to develop in 1998. Oklahoma Properties. The Oklahoma properties to be acquired from HS ------------------- consist of working interests in approximately 150 wells located in various fields in the Anadarko Basin where the Company already has existing operations. The Company will operate 50 of these wells. The purchase price for the properties is $27.5 million, plus the transfer of certain producing properties presently owned by the Company having a value of less than $1.0 million, subject to closing adjustments. The closing of the purchase of these properties will be held not later than August 28, 1997. An earnest money deposit was paid to HS by issuance and delivery of 1.5 million shares of Common Stock with an agreed value of $1.80 per share. Such shares are to be redeemed by the Company at their agreed value at the closing of the HS Acquisition and in the event the Company fails to complete the transaction, the 1.5 million shares are retained by HS. The Company has granted HS certain rights to have the 1.5 million shares registered under the Securities Act in the event the shares are retained. HS has agreed that it will not vote the shares prior to the closing of the transaction or the termination of the agreement. -2- ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS: (a) Financial statements of businesses acquired. Not applicable at this time. (b) Pro forma financial information. Not applicable at this time. (c) Exhibits. (i) Purchase and Sale Agreement dated June 30, 1997 among HSRTW, Inc. and Horizon Gas Partners, L.P., as Seller, and Gothic Energy Corporation, as Buyer.(to be filed by amendment). -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GOTHIC ENERGY CORPORATION Dated: July 15, 1997 By: /s/ Michael K. Paulk ------------------------------------------- Michael K. Paulk, President -4- -----END PRIVACY-ENHANCED MESSAGE-----