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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<TABLE>
<CAPTION>
No. of Shares Price
Name Date Purchased Per Share
- ---- ---- ------------- ---------
<S> <C> <C> <C>
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
</TABLE>
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
<PAGE>
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
<PAGE>
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.
<TABLE>
<CAPTION>
RIVERDALE LLC
Name Position Principal Occupation
- ---- -------- --------------------
<S> <C> <C>
Carl C. Icahn Member See Item 2 herein
</TABLE>
<TABLE>
<CAPTION>
LITTLE MEADOW CORP.
Name Position Principal Occupation
- ---- ----------- --------------------
<S> <C> <C>
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
<FN>
<F1>
*The business address of Mr. Buonato is at 1 Wall Street Court, Suite 980,
New York, New York 10005
</FN>
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
</TABLE>
<PAGE>
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
