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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): NOVEMBER 25, 1997
Gothic Energy Corporation
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(Exact name of Registrant as specified in its Charter)
OKLAHOMA 0-19753 22-2663839
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(State of incorporation (Commission File Number) (IRS Employer ID No.)
or organization)
5727 SOUTH LEWIS AVENUE - SUITE 700 - TULSA, OKLAHOMA 74105
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(Address of principal executive offices)
(918) 749-5666
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On November 25, 1997, Gothic Energy Corporation (the "Company") entered
into an agreement with Amoco Production Company, a subsidiary of Amoco
Corporation, to purchase natural gas producing properties located in the
Anadarko and Arkoma Basins of Oklahoma. The purchase price is $237.5 million in
cash and a warrant to purchase 1.5 million shares of common stock exercisable at
$3 per share. The purchase is expected to be completed on December 15, 1997,
and will be effective on December 1, 1997. The Company will acquire interests
in 705 gross wells and assume operations of 296 of the properties. The Company
estimates total proved reserves attributable to the acquisition are 230 billion
cubic feet of natural gas equivalent, of which 72% are producing. Current net
daily production is approximately 63 million cubic feet of natural gas
equivalent.
The acquisition will be financed through a new credit facility with Bank
One, Texas, N.A., as agent. The Company intends to use proceeds from the sale
of an equity offering in early 1998 to retire a significant portion of its bank
debt and to provide liquidity for development drilling.
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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.
EXHIBIT NUMBER DESCRIPTION
10.1 Press Release dated November 25, 1997
10.2 Purchase and Sale Agreement dated November 25,
1997 between Amoco Production Company, as
Seller, and Gothic Energy Corporation, as Buyer
(to be filed by amendment )
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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: November 26, 1997 By: /s/ Michael K. Paulk
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Michael K. Paulk, President
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Exhibit 10.1
NEWS FOR IMMEDIATE RELEASE
November 25, 1997
GOTHIC ENERGY CORPORATION ACQUIRES RESERVES FROM
AMOCO PRODUCTION COMPANY
Tulsa, Oklahoma based GOTHIC ENERGY CORPORATION [NASDAQ:GOTH] (the "Company"),
announced today that it has executed a definitive Purchase and Sale Agreement
with AMOCO PRODUCTION COMPANY ("Amoco"), a subsidiary of Amoco Corporation
[NYSE:AN], to purchase producing natural gas properties, located in the Anadarko
and Arkoma Basins of Oklahoma, for $237.5 million in cash and a warrant to
purchase 1.5 million shares of Gothic common stock for $3.00 per share. The
purchase is expected to close on December 15, 1997 and will be effective as of
December 1, 1997.
Gothic will acquire interests in 705 gross wells and will assume operations of
296 of the properties. The Company estimates total proved reserves attributable
to the acquisition are 230 billion cubic feet of natural gas equivalent, of
which approximately 72% are producing. Current net daily production is
approximately 63 million cubic feet of natural gas equivalent. Additionally,
the Company has identified substantial probable reserves associated with the
assets being acquired. Gothic anticipates hiring certain Amoco personnel from
their Watonga, Oklahoma operations facility.
As a part of the transaction, Gothic will receive Amoco's advanced well
operating technology that can be applied to the Company's existing properties
which will allow Gothic to reduce operating costs and create additional
operating efficiencies on existing producing wells. In addition, Gothic will
receive significant 2D and 3D seismic data and geological information relating
to the acquired assets.
Michael Paulk, President and Chief Executive Officer of Gothic said, "the
acquisition of Amoco's Oklahoma properties is consistent with our stated
objectives to acquire long life, quality reserves with significant upside within
the Company's strategic geographic operating areas."
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The acquisition will be financed through a new credit facility with Bank One,
Texas, NA. as agent. The Company intends to use proceeds from the sale of an
equity offering in early 1998 to retire a significant portion of its bank debt
and provide liquidity for development drilling.
Gothic Energy Corporation is an oil and gas acquisition, exploitation,
development and production company headquartered in Tulsa, Oklahoma. Additional
information may be obtained by contacting Michael Paulk, or John Rainwater, Vice
President, at company headquarters, 5727 South Lewis Avenue, Suite 700, Tulsa,
Oklahoma, 74105, telephone (918)749-5666, facsimile (918) 749-5882.
