-----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, RPMUm4/sCOnCbTcg7sMtt1RxgSdWLfEOFPCitwRpS6nrCoIeJoy6o90yFuUfqbCk 8PqfaOqd5Xx01KoIE3U2BA== 0000950134-99-008417.txt : 19990924 0000950134-99-008417.hdr.sgml : 19990924 ACCESSION NUMBER: 0000950134-99-008417 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990923 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: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-46067 FILM NUMBER: 99715949 BUSINESS ADDRESS: STREET 1: 5727 S LEWIS AVE STE 700 STREET 2: P O BOX 186 CITY: TULSA 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: CHESAPEAKE MID CONTINENT CORP CENTRAL INDEX KEY: 0001064217 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 731529077 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058799212 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 1 Under the Securities Exchange Act of 1934 GOTHIC ENERGY CORPORATION ---------- (Name of Issuer) Common Stock, $.01 par value -------------------------- (Title of Class of Securities) 383482106 --------- (CUSIP Number) Shannon Self, Esquire Self, Giddens & Lees, Inc. 210 Park Avenue, Suite 2725 Oklahoma City, Oklahoma 73102 (405) 232-3001 -------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 17, 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(b)(3) or (4), check the following box. [ ] Note: Six (6) 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). 2 CUSIP No. 383482106 Page 2 of 6 Pages (1) Names of Reporting Persons, Chesapeake Mid-Continent Corp., an Oklahoma S.S. or I.R.S. Identification corporation, as successor by merger to Chesapeake Nos. of Above Persons Gothic Corp., an Oklahoma corporation 73-1529077 (2) Check the Appropriate Box if (a) [ ] a Member of a Group (See (b) [ ] Instructions) (3) SEC Use Only (4) Source of Funds (See Instructions) AF,WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organization Oklahoma (7) Sole Voting Power 2,394,125 Number of Shares (8) Shared Voting Power ------ Beneficially Owned by Each (9) Sole Dispositive 2,394,125 Reporting Person Power With: (10) Shared Dispositive ------ Power (11) Aggregate Amount Beneficially 2,394,125 Owned by Each Reporting Person (12) Check if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented 14.7% by Amount in Row (11) (14) Type of Reporting Person CO (See Instructions)
3 CUSIP No. 383482106 Page 3 of 6 Pages Item 1. Security and Issuer. The common stock par value $.01 per share (the "Common Stock"), of Gothic Energy Corporation, an Oklahoma corporation ("Gothic"). Gothic's principal executive offices are located at 5727 South Lewis Avenue, Suite 700, Tulsa, Oklahoma 74105. Item 2. Identity and Background. Chesapeake Mid-Continent Corp., an Oklahoma corporation ("Chesapeake Mid-Continent"), is a wholly owned subsidiary of Chesapeake Energy Corporation, an Oklahoma corporation ("Chesapeake Energy"). Both corporations are located at 6100 North Western Avenue, Oklahoma City, Oklahoma 73118, and are engaged in the ownership, development and operation of oil and gas assets in North America. The executive officers and directors of Chesapeake Mid-Continent and Chesapeake Energy are set forth below. Each individual designated by an asterisk is a director or officer of Chesapeake Mid-Continent and Chesapeake Energy. Aubrey K. McClendon * Director and Chief Executive Officer 6100 North Western Oklahoma City, Oklahoma 73118 Tom L. Ward * Director and Chief Operating Officer 6200 North Western Oklahoma City, Oklahoma 73118 Marcus C. Rowland * Chief Financial Officer 6100 North Western Oklahoma City, Oklahoma 73118 Edgar F. Heizer, Jr. Director 261 Bluff's Edge Drive Lake Forest, Illinois 60045 Breene M. Kerr Director 115 Bay Street Easton, Maryland 21601-2703 4 CUSIP No. 383482106 Page 4 of 6 Pages Shannon Self Director 2725 Oklahoma Tower 210 Park Avenue Oklahoma City, Oklahoma 73102 Frederick B. Whittemore Director 1221 Avenue of the Americas New York, New York 10020 Walter C. Wilson Director 2001 Kirby Drive, Suite 1107 Houston, Texas 77019 Chesapeake Mid-Continent, Chesapeake Energy and each of the listed individuals have not, during the last five years, been convicted in a criminal proceeding and have not been or become 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. Each individual is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration On April 27, 1998, Chesapeake Mid-Continent and certain affiliated entities made a strategic investment in Gothic (the "Transaction") and in connection therewith Chesapeake Mid-Continent or its affiliates acquired Gothic's Series B Senior Preferred Stock (the "Preferred Stock"), certain oil and gas interests, the right to participate in certain oil and gas development activities of Gothic and a warrant (the "Warrant") for 2,439,246 shares of Common Stock at an exercise price of $.01 per share. The consideration for the Transaction was provided by Chesapeake Energy and its affiliated entities from working capital and the proceeds from one or more bond financing transactions. On August 18, 1999, Chesapeake Mid-Continent exercised the Warrant by surrendering 45,121 warrants and receiving 2,394,125 shares of Common Stock. Item 4. Purpose of Transaction The Warrant and the underlying Common Stock, along with the other interests described in Item 3 of this Schedule 13D, were acquired in the Transaction as investments for Chesapeake Mid-Continent's own account. In the future Chesapeake Mid-Continent may, subject to the terms of the Transaction: (i) purchase additional shares of Common Stock or other equity securities of Gothic, (ii) communicate with management of Gothic regarding Gothic's business plans; or (iii) enter into additional strategic investments in connection with Gothic or Gothic's assets. Chesapeake Mid-Continent has the right to appoint one director to Gothic's board of directors, but to date has declined to exercise that right. Chesapeake Mid-Continent is currently evaluating the sale of all or a portion of the shares of Common Stock in compliance with federal securities laws, state securities laws and the agreements among Chesapeake Mid-Continent, Chesapeake Mid-Continent's affiliates and Gothic. In addition, on September 13, 1999, Gothic announced that Gothic was exploring 5 CUSIP No. 383482106 Page 5 of 6 Pages alternatives to restructure Gothic's debt and equity, which presumably may include the sale of assets, the issuance of new debt or the issuance of new equity securities. As a result, the securities laws and the existence of non-public information regarding Gothic may from time to time delay any intended sales of the Common Stock by Chesapeake Mid-Continent. Except as set forth above, Chesapeake Mid-Continent has no present plans or intentions relating to the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) Chesapeake Mid-Continent was previously the record owner of the Warrant which granted the right to purchase 2,439,246 shares of Common Stock, which shares constituted approximately 15% of the outstanding Common Stock on April 27, 1998. Subsequent to the exercise of the Warrant on August 18, 1999, Chesapeake Mid-Continent was the owner of 2,394,125 shares of Common Stock, which represented approximately 14.7% of the outstanding Common Stock. The foregoing excludes the shares of Preferred Stock purchased by Chesapeake Mid-Continent because the Preferred Stock is non-voting and Chesapeake Mid-Continent does not have the right to acquire Common Stock within sixty days of this filing through the conversion of the Preferred Stock. (b) Chesapeake Mid-Continent has the sole power to dispose of the Warrant and vote or dispose of the underlying warrant shares of Common Stock. (c) Chesapeake Mid-Continent exercised the Warrant on a net basis by surrendering the right to acquire 45,121 shares of Common Stock under the Warrant and receiving 2,394,125 shares of Common Stock. The exercise price under the Warrant was $.01 per share and the value implied for the 45,121 shares of surrendered Common Stock was $.5406 per share. (d) Inapplicable (e) Inapplicable Item 6. Contracts, Agreements, Underwritings or Relationships With Respect to Securities of the Issuer. The Warrant was exercisable in whole or in part at any time after April 27, 1998, until April 27, 2008. The holders of at least 50% of Common Stock underlying the Warrant, the Preferred Stock and related shares described in the Registration Rights Agreement can request the registration of such Common Stock under the Securities Act at any time after September 30, 1998. In addition, as part of the Transaction Chesapeake Mid-Continent and Gothic entered into a standstill agreement that prohibits certain actions by Chesapeake Mid-Continent and its affiliates prior to March 31, 2000, including prohibitions against acquiring additional securities of Gothic or taking actions to change or influence the control of Gothic. The remaining agreements entered into as part of or subsequent to the Transaction were entered into and performed in the ordinary course of the oil and gas exploration and development business. Item 7. Materials to be filed as Exhibits. The Warrant to purchase Common Stock of Gothic Energy Corporation issued to Chesapeake Mid-Continent Corp. dated April 27, 1998 is attached as Exhibit 99.1. 6 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: September 22, 1999 CHESAPEAKE MID-CONTINENT CORP., an Oklahoma corporation By /s/ Aubrey K. McClendon ---------------------------------------------- Aubrey K. McClendon, President -----END PRIVACY-ENHANCED MESSAGE-----