-----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, TP+o4epc3cirZozJ6LOM5sdiBW29Qv08t2DrDb4qnKHFqDIdlW0pDTDmRA505y7X RrHoBH/Wx+Y/LhHp9LVcSQ== 0000950123-97-000551.txt : 19970130 0000950123-97-000551.hdr.sgml : 19970130 ACCESSION NUMBER: 0000950123-97-000551 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970129 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOTHIC ENERGY CORP CENTRAL INDEX KEY: 0000878482 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 222663839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46067 FILM NUMBER: 97513170 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: MERRILL LYNCH CAPITAL CORP CENTRAL INDEX KEY: 0000946533 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WORLD FINANCIAL CENTER STREET 2: NORTH TOWER 27TH FL CITY: NEW YORK STATE: NY ZIP: 10281 MAIL ADDRESS: STREET 1: WORLD FINANCIAL CENTER STREET 2: NORTH TOWER 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 SC 13D/A 1 FINAL AMENDMENT TO SCHEDULE 13D 1 CUSIP No. 383482106 Page 1 of 9 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Final Amendment) Under the Securities Exchange Act of 1934 Gothic Energy Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 383482106 (CUSIP Number) Thomas J. Cannon, III John C. MacMurray, Esq. Merrill Lynch Capital Corporation Reboul, MacMurray, Hewitt, World Financial Center Maynard & Kristol North Tower, 27th Floor 45 Rockefeller Plaza New York, New York 10281 New York, New York 10111 Tel. (212) 449-7768 Tel. (212) 841-5700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 2, 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 [ ]. 2 CUSIP No. 383482106 Page 2 of 9 Pages 1) Name of Reporting Person Merrill Lynch S.S. or I.R.S. Identification Capital Corporation No. of Above Person 2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] 3) SEC Use Only 4) Source of Funds Not Applicable 5) Check if Disclosure of Legal Proceedings is Not Applicable Required Pursuant to Items 2(d) or 2(e) 6) Citizenship or Place of Organization Delaware Number of 7) Sole Voting -0- Shares Beneficially Power Owned by Reporting Person: 8) Shared Voting Power -0- 9) Sole Disposi- -0- tive Power 10) Shared Dis- positive Power -0- 11) Aggregate Amount Beneficially -0- Owned by Reporting Person 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13) Percent of Class Represented by -0- Amount in Row (11) 14) Type of Reporting Person CO 3 CUSIP No. 383482106 Page 3 of 9 Pages Schedule 13D Reference is hereby made to the statement on Schedule 13D originally filed with the Securities and Exchange Commission on June 9, 1995 and Amendment No. 1 thereto filed on December 21, 1995 (as so amended, the "Schedule 13D"). Item 1. Security and Issuer. This statement relates to the common stock (the "Common Stock") of Gothic Energy Corporation, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 5727 South Lewis Avenue, Suite 700, Tulsa, Oklahoma 74105. Item 2. Identity and Background. (a) The undersigned hereby files this Schedule 13D on behalf of Merrill Lynch Capital Corporation, a Delaware corporation ("MLCC" or the "Reporting Person"). MLCC is an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc., a Delaware corporation ("ML"). The name, business address and occupation of each executive officer and director of MLCC and ML is set forth on Schedule A hereto. (b) The principal business of MLCC is to manage its portfolio of investments in operating companies. ML is a holding company whose subsidiaries include a registered broker-dealer and other entities engaged in varied investment activities. (c) MLCC's and ML's principal business address is World Financial Center, North Tower, New York, New York 10281. (d) Neither MLCC nor any of the persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither MLCC nor any of the persons identified in this Item 2 has, during the last five years, 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. 4 CUSIP No. 383482106 Page 4 of 9 Pages Item 3. Source and Amount of Funds or Other Consideration. MLCC acquired 1,000,000 shares of Common Stock (the "Shares") on June 2, 1995 in partial discharge of certain indebtedness owed to MLCC by Johnson Ranch Partners, a Texas general partnership ("JRP"). Pursuant to a Purchase and Sale Agreement dated as of April 13, 1995 among, as seller, JRP and JRP Resources, L.C., a Texas Limited Liability Company ("Resources" and, collectively with JRP, the "Seller"), and, as buyer, the Issuer, then known as TNC Media, Inc., a Delaware corporation ("TNC") (the Issuer changed its name from TNC to Gothic Energy Corporation on April 15, 1995) (the "Purchase Agreement"), the Issuer purchased from Seller various properties, including certain oil and gas wells, saltwater disposal wells, leasehold interests and personal property (the "Subject Property", as defined in the Purchase Agreement). The Purchase Agreement was filed as Exhibit A to the original Schedule 13D, and any description thereof is qualified in its entirety by reference thereto. As consideration for the Subject Property, the Issuer paid to Seller $7,250,000 in cash and the Shares (the "Purchase Price"). The Purchase Price, including the Shares, was transferred by JRP to MLCC in partial satisfaction of certain secured indebtedness of JRP to MLCC. Item 4. Purpose of Transaction. The purpose of the transaction described in Item 3 above was to partially satisfy secured indebtedness of JRP to MLCC. Item 5. Interest in Securities of the Issuer. (a) MLCC owns no shares of Common Stock, or 0% of the Common Stock outstanding. (b) MLCC had the sole power to vote or direct the voting of and to dispose or to direct the disposition of the shares of Common Stock that it owned. (c) On January 2, 1997 the Reporting Person disposed of the Shares pursuant to an Assignment and Assumption Agreement dated as of December 27, 1996 among the Reporting Person, Merrill Lynch Portfolio Management Inc. (collectively, the "Sellers") and Kulen Capital, L.P. (the "Purchaser") (the "Assignment Agreement"). The Assignment Agreement is incorporated herein by reference to Exhibit A to the Schedule 13D of Kulen Capital, L.P. with respect to the Issuer, as filed with the Securities and Exchange Commission on January 9, 1997, and any description 5 CUSIP No. 383482106 Page 5 of 9 Pages thereof is qualified in its entirety by reference thereto. Pursuant to the terms of the Assignment Agreement, the Sellers agreed to sell, and the Purchaser agreed to buy, the Sellers' right, title and interest in, to and under certain equity and debt securities and instruments (the "Transferred Securities") and certain related agreements (the "Transferred Agreements"). The Shares were included among the Transferred Securities. The aggregate purchase price paid by the Purchaser under the Assignment Agreement was $22,000,000. (d) No other person had the power to direct the receipt of dividends on, or the proceeds from sales of, the shares of Common Stock owned by MLCC. (e) MLCC ceased to be the beneficial owner of more than five percent of the Common Stock on January 2, 1997. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On November 13, 1995 the Issuer filed a Registration Statement on Form SB-2 with the Securities and Exchange Commission in connection with its public offering of units comprised of Common Stock and warrants to purchase Common Stock (the "Public Offering"). On October 18, 1995 the Reporting Person entered into an agreement with the Issuer (the "Lock-Up and Registration Rights Agreement"), pursuant to which the Reporting Person agreed (i) to refrain from exercising its registration rights under the Purchase Agreement in connection with the Public Offering and (ii) not to sell or otherwise dispose of any of the Shares for a period of thirteen months after the effective date of the Public Offering, except in a private transaction in which the proposed transferee agrees to be bound by the transfer and resale restrictions imposed on the Reporting Person by the Lock-Up and Registration Rights Agreement. The Lock-Up and Registration Rights Agreement was filed as Exhibit A to Amendment No. 1 to the Schedule 13D, and any description thereof is qualified in its entirety by reference thereto. After the expiration of thirteen months after the effective date of the Public Offering (or the termination of the Reporting Person's transfer and resale restrictions, as described in the Lock-Up and Registration Rights Agreement), the Reporting Person had the right to request that the Issuer effect the registration under the Securities Act of 1933, as amended, of all of the Shares then held by it. The Lock-Up and Registration Rights Agreement is a Transferred Agreement as defined in the Assignment Agreement, and the Purchaser has assumed the Reporting Person's rights and obligations thereunder in accordance with the 6 CUSIP No. 383482106 Page 6 of 9 Pages provisions of the Assignment Agreement. Item 7. Material to be Filed as Exhibits. Exhibit A - Assignment Agreement (incorporated by reference to Exhibit A to the Schedule 13D of Kulen Capital, L.P. with respect to the Issuer, as filed with the Securities and Exchange Commission on January 9, 1997) 7 CUSIP No. 383482106 Page 7 of 9 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. Dated: January 22, 1997 MERRILL LYNCH CAPITAL CORPORATION By:/s/ James Rossi ------------------------ Name: James Rossi Title: Secretary 8 CUSIP No. 383482106 Page 8 of 9 Pages SCHEDULE A EXECUTIVE OFFICERS AND DIRECTORS OF MLCC AND ML The business address of each person listed below is World Financial Center, North Tower, New York, New York 10281. Each person listed below is a citizen of the United States, and the occupation of each person listed below refers to his relationship to MLCC and/or ML. (i) MLCC Name Occupation ---- ---------- Jeffrey A. Martin Senior Vice President James Rossi Secretary and Director Neven Viducic Treasurer Matthias B. Bowman Director Barry S. Friedberg Director (ii) ML Name Occupation ---- ---------- Daniel P. Tully Chairman of the Board David H. Komansky President, Chief Operating Officer, Chief Executive Officer and Director Stephen L. Hammerman Vice Chairman, General Counsel and Director Theresa Lang Senior Vice President and Treasurer Joseph T. Willett Senior Vice President and Chief Financial Officer Michael J. Castellano Senior Vice President and Controller Gregory T. Russo Secretary Herbert M. Allison, Jr. Executive Vice President Barry S. Friedberg Executive Vice President Edward L. Goldberg Executive Vice President Jerome P. Kenney Executive Vice President Thomas H. Patrick Executive Vice President Winthrop H. Smith, Jr. Executive Vice President John L. Steffans Executive Vice President Arthur Zeikel Executive Vice President William O. Bourke Director Jill K. Conway Director Earle H. Harbison, Jr. Director George B. Harvey Director 9 CUSIP No. 383482106 Page 9 of 9 Pages Name Occupation ---- ---------- William L. Hoover Director Robert P. Luciano Director Aulana L. Peters Director John J. Phelan, Jr. Director Worley H. Clark Director William L. Weiss Director David K. Newbigging Director -----END PRIVACY-ENHANCED MESSAGE-----