<PAGE> 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 [ ].
<PAGE> 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
<PAGE> 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.
<PAGE> 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
<PAGE> 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
<PAGE> 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)
<PAGE> 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
<PAGE> 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
<PAGE> 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
