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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GOTHIC ENERGY CORP.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
0003834821
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(CUSIP NUMBER)
CAMBRIDGE INVESTMENTS LIMITED
600 Montgomery Street
27th Floor
San Francisco, California 94111
Tel. No.: (415) 627-3017
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Michael G. Tannenbaum, Esq.
Newman Tannenbaum Helpern Syracuse & Hirschtritt LLP
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
July 23, 1996
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(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 [ ]
Check the following box if a fee is being paid with the statement [ ]
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, as amended ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.
Page 1 of 8 Pages
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| CUSIP NO.0003834821 | 13D | |
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Cambridge Investments Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 1,161,800 shares of Common Stock (See Item 5.)
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY | | 54,500
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 1,161,800 shares of Common Stock (See Item 5.)
PERSON WITH | 10 | SHARED DISPOSITIVE POWER
| | 54,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,216,300 shares of Common Stock (See Item 5.)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8% of Common Stock (See Item 5.)
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14 TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 8 Pages
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SCHEDULE 13D
This Schedule 13D is being filed on behalf of Cambridge
Investments Limited, a California corporation, registered as an investment
advisor in the State of California, regarding shares of Gothic Energy Corp.
acquired on behalf of certain of its clients.
Item 1. Security and Issuer
Securities acquired: Common Stock, $0.01 par value
Issuer: Gothic Energy Corp.
5727 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74105
Tel. No. (918) 749-5666
Item 2. Identity and Background
Cambridge Investments Limited, a California corporation ("Cambridge"), is
registered as an investment advisor in the State of California and provides
investment management services to private individuals and institutions.
Cambridge's contracts with its clients generally provide that Cambridge is
responsible for designing and implementing the client's overall investment
strategy; for conducting direct portfolio management strategies to the extent
Cambridge determines that it is appropriate to utilize its own portfolio
management capabilities. Cambridge is located at 600 Montgomery Street, San
Francisco, California 94111. Cambridge has not been convicted in a criminal
proceeding during the last five (5) years. Cambridge is not, and during the past
five (5) years was not, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result thereof, subject
to any 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.
Mr. John R. Tozzi ("Mr. Tozzi") is the sole shareholder, director and
principal of Cambridge. His business address is 600 Montgomery Street, San
Francisco, California 94111. Mr. Tozzi's principal occupation is investment
management and he is a United States citizen. During the past five years, Mr.
Tozzi has not been (a) convicted in a criminal proceeding, or (b) a party to any
civil proceeding as a result of which he has been subject to any 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.
Page 3 of 8 Pages
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Item 3. Source and Amount of Funds
Cambridge, through both Cambridge Energy, L.P. ("CELP") and Cambridge
Energy Fund International Ltd. ("CEF") (collectively, the "Funds"), has invested
approximately $2,480,732 in Common Stock of the Issuer as described in Item 5
below. CELP and CEF have invested approximately $1,542,981 and $937,750,
respectively. The source of these funds was the respective working capital of
each of the Funds. Mr. Tozzi has invested directly approximately $169,375 in
Common Stock of the Issuer as described in Item 5 below.
Item 4. Purpose of the Transaction
Cambridge and Mr. Tozzi have acquired shares of Common Stock reported in
Item 5(c) hereof over the last sixty (60) days, and prior thereto, for portfolio
investment purposes only, and do not have any present plans or proposals that
relate to or would result in any change in the business, policies, management,
structure or capitalization of the Issuer. Cambridge and Mr. Tozzi reserve the
right to acquire, or dispose of, additional securities of the Issuer or any of
its securities in the ordinary course of business, to the extent deemed
advisable in light of their general investment and trading policies, market
conditions or other factors. The Issuer may from time to time contact large
shareholders with a view towards discussing the acquisition of their shares.
Other than as described above, Cambridge and Mr. Tozzi do not have plans or
proposals which would result in any of the following:
1) the acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
2) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries;
3) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries;
4) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any vacancies on the board;
5) any material change in the present capitalization or dividend policy of the
Issuer;
6) any other material change in the Issuer's business or corporate structure;
7) changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person;
Page 4 of 8 Pages
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8) causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
interdealer quotation system of a registered national securities
association;
9) causing a class of securities of the Issuer to become eligible for termina-
tion of registration pursuant to Section 12(g)(4) of the Exchange Act; or
10) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Cambridge is the beneficial owner of 1,096,800 shares of Common Stock,
or 8.9% shares of the shares outstanding. Of the 1,096,800 shares of Common
Stock described above, (i) 680,900 are deemed beneficially owned by Cambridge in
its capacity as investment advisor for the institutional account of CELP; and
(ii) 415,900 are deemed beneficially owned by Cambridge in its capacity as
investment advisor for the institutional account of CEF. In addition to the
1,096,800 shares of Common Stock deemed beneficially owned by Cambridge, Mr.
Tozzi, directly and indirectly, may be deemed the beneficial owner of 119,500
shares of Common Stock, or, in the aggregate, 1.0% shares of the shares
outstanding.
The number of shares beneficially owned by Cambridge and Mr. Tozzi, and the
percentage of outstanding shares represented thereby, have been computed in
accordance with Rule 13d-3 under the Exchange Act. The percentage of ownership
of Cambridge and Mr. Tozzi on December 5, 1996 is based on 12,381,857
outstanding shares of Common Stock as reported in the Issuer's Quarterly Report
on Form 10-Q for the period ended September 30, 1996.
(b) Cambridge has the sole power to vote and dispose of the shares of
Common Stock held for the institutional accounts of CELP and CEF mentioned
above. Mr. Tozzi has the sole power to vote and dispose of 65,000 of the shares
of Common Stock held by him. With regard to the remaining 54,500 shares of
Common Stock, Mr. Tozzi has shared power to vote or direct the vote, or to
dispose or direct the disposition of such shares. The 54,500 shares are owned by
various members of Mr. Tozzi's family.
(c) The transactions in the Issuer's securities by Cambridge and Mr. Tozzi
over the last sixty (60) days are listed as Annex A attached hereto and made
apart hereof.
(d) CEF and CELP, respectively, have the right to participate in the
receipt of dividends from, or proceeds from the sale of securities held on
behalf of such funds. CELP may be deemed the holder of 680,900 shares or 5.5% of
the outstanding shares of Common Stock. Cambridge is the General Partner of
CELP.
(e) Not Applicable.
Page 5 of 8 Pages
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Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to
Securities of the Issuer
Not Applicable.
Item 7. Material to be Filed as Exhibits
Not Applicable
Page 6 of 8 Pages
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ANNEX A
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DATE TRANS SHARES PRICE ACCOUNT
(A/D) ($)
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10/22/96 A 9,800 2.56250 CEF
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10/22/96 A 15,200 2.56250 CELP
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11/7/96 A 2,500 2.56250 John R. Tozzi*
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11/7/96 A 23,500 2.62500 John R. Tozzi*
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11/7/96 A 2,500 2.56250 John R. Tozzi*
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11/7/96 A 7,500 2.62500 John R. Tozzi*
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11/13/96 A 20,000 2.68750 CEF
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11/13/96 A 30,000 2.68750 CELP
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11/14/96 A 8,500 2.68750 John R. Tozzi*
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11/21/96 A 5,000 2.62500 John R. Tozzi*
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11/21/96 A 5,000 2.62500 John R. Tozzi*
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* Mr. Tozzi has indirect ownership of shares held by family member.
Page 7 of 8 Pages
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Signatures
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December 23, 1996
CAMBRIDGE INVESTORS LIMITED
By:/s/ John R. Tozzi
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John R. Tozzi,
President
Page 8 of 8 Pages
