<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): JANUARY 23, 1998
Gothic Energy Corporation
(Exact name of Registrant as specified in its Charter)
OKLAHOMA 0-19753 22-2663839
(State of incorporation (Commission File Number) (IRS Employer ID No.)
or organization)
5727 SOUTH LEWIS AVENUE - SUITE 700 - TULSA, OKLAHOMA 74105
(Address of principal executive offices)
(918) 749-5666
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 23, 1998, Gothic Energy Corporation (the "Company") purchased,
pursuant to an agreement dated November 25, 1997 with Amoco Production Company,
a subsidiary of Amoco Corporation (the "Amoco Acquisition"), natural gas
producing properties located in the Anadarko and Arkoma Basins of Oklahoma. The
consideration paid consisted of $237.5 million in cash, subject to closing
adjustments, a five-year warrant to purchase 1.5 million shares of Common Stock
exercisable at $3.00 per share, and certain producing properties owned by the
Company having a value of less than $1.0 million. The purchase had an effective
date of December 1, 1997. The Company acquired interests in 705 gross wells and
assumed operations of 296 of the properties. The Amoco Acquisition adds
approximately 229.0 Bcfe of proved reserves with a PV-10 of approximately $233.3
million to the Company's proved reserves as of November 30, 1997. Of the proved
reserves acquired, 96% are natural gas and 72% are producing with net daily
production of approximately 63 Mmcfe.
Approximately $216.4 million of the consideration for the Amoco Acquisition
was financed with borrowings under the Second Restated Loan Agreement. See Item
----
5. Other Events. The balance of the consideration was paid out of the proceeds
- - ------------
from the issuance by the Company of shares of Senior Redeemable Preferred Stock,
Series A (the "Senior Preferred Stock") and common stock purchase warrants
("Warrants") and from the Company's working capital.
ITEM 5. OTHER EVENTS
Credit Facility. On January 23, 1998, the Company entered into a Second
---------------
Restated Loan Agreement (herein referred to as the "Credit Facility") with Bank
One, Texas, N.A. ("Bank One"), as principal and as agent for a syndicate of
lenders, which agreement replaced the Company's credit facility entered into in
January 1996. The Credit Facility consists of a revolving loan with a lending
commitment of $160.0 million, subject to a monthly commitment reduction of $2.0
million commencing February 1, 1998 (the "Revolving Loan"), and a bridge loan
(the "Bridge Loan") with a lending commitment of $60.0 million. The initial
borrowing base under the Revolving Loan is $160.0 million. Proceeds under the
Revolving Loan are available to be used to finance a portion of the purchase
price for the Amoco Acquisition as well as the acquisition and development of
natural gas and oil properties, letters of credit and general corporate
-2-
<PAGE>
purposes. The Revolving Loan matures on December 31, 2000. Borrowings under
the Bridge Loan are available to finance a portion of the purchase price for the
Amoco Acquisition. The Bridge Loan is due and payable on June 30, 1998 and is
subject to prepayment out of the Company's excess cash flow, as defined.
Interest on borrowings under the Credit Facility is payable monthly
calculated at the Bank One Base Rate, as determined from time to time by Bank
One, provided, however, so long as the Bridge Loan is outstanding interest on
the Revolving Loan is at the Base Rate plus 0.5% and interest on the Bridge Loan
is at the Base Rate plus 1.0% through March 31, 1998 and at the Base Rate plus
2.0% thereafter. The Company may elect to calculate interest under a London
Interbank Offered Rate ("LIBOR") plus 1.5%, if less than 50% of the borrowing
base is utilized, up to plus 2% if more than 75% of the borrowing base is
utilized, provided, however, so long as the Bridge Loan is outstanding the LIBOR
rate is plus 3.0%. The interest rate under the Credit Facility is subject to a
1.0% increase in the event the Company fails to fulfill timely certain
agreements relating to obtaining additional capital. The Company is required to
pay a fee on the unused portion of the lending commitment equal to 1/2 of 1%
per annum.
Under the Credit Facility, the lenders hold liens on substantially all of
the Company's oil and natural gas properties, whether currently owned or
hereafter acquired, including the properties acquired in the Amoco Acquisition.
The Credit Facility requires, among other things, semi-annual engineering
reports covering oil and natural gas reserves on the basis of which semi-annual
and other redeterminations of the borrowing base and monthly commitment
reduction will be made. The Credit Facility also includes various affirmative
and negative covenants, including, among others, (i) prohibitions against
additional indebtedness unless approved by the lenders, subject to certain
exceptions, (ii) prohibitions against the creation of liens on the assets of the
Company, subject to certain exceptions, (iii) prohibitions against cash
dividends, (iv) maintaining certain hedging positions and interest rate
protection agreements satisfactory to Bank One, (v) prohibitions on asset sales,
subject to certain exceptions, (vi) restrictions on mergers or consolidations,
(vii) a requirement to maintain a ratio of current assets to current liabilities
of 1.0 to 1.0, (viii) a requirement to maintain on a quarterly basis a minimum
tangible net worth of at least (a) $45 million as of January 23, 1998, and (b)
$75 million as of March 31, 1998, plus 50% of net income, if positive, before
extraordinary gains but after extraordinary losses, for the period commencing
April 1, 1998, plus 100% of the net proceeds from the issuance of common or
preferred stock, (ix) a minimum interest coverage ratio of not less than 1.5 to
1.0 as of the end of each quarter for the preceding four quarters beginning with
the quarter ended September 30, 1997 and increasing to 2.0 to 1.0 as of the end
of each quarter for the
-3-
<PAGE>
preceding four quarters beginning with the quarter ended September 30, 1998, (x)
issuance of common stock with proceeds of $65.0 million by March 31, 1998, and
(xi) the escrow of interest payments due on the Company's outstanding 12 1/4%
Senior Notes due 2004. Events of default include the non-payment of principal,
interest or fees, a default under other outstanding indebtedness of the Company,
a breach of the Company's representations and warranties contained in the loan
agreement, material judgments, bankruptcy or insolvency, a default under certain
covenants not cured within a grace period, and a change in the management or
control of the Company.
The amount of borrowings available to the Company under the Credit Facility
depend upon the redetermination of the Company's borrowing base by the Bank,
subject to the limits imposed by the lending commitment. The borrowing base is
subject to periodic redetermination, at the discretion of the Bank, based on a
review of Company reserve and other information with the initial scheduled
review to occur on April 1, 1998. A reduction in the borrowing base could
require the Company to repay outstanding indebtedness under the Revolving Loan
in excess of the redetermined borrowing base, and would limit available
borrowings thereunder.
Senior Preferred Stock and Warrants. On January 23, 1998, the Company
-----------------------------------
issued an aggregate of 37,000 shares of Senior Preferred Stock with each share
having a liquidation preference of $1,000. The Company has the right to redeem
the Senior Preferred Stock at any time upon payment in cash of 101% of the
liquidation preference, inclusive of accrued but unpaid dividends, and the
shares are mandatorily redeemable on December 31, 2004. The shares of Senior
Preferred Stock are entitled to receive cumulative dividends payable in
additional shares of Senior Preferred Stock at a rate per annum initially of 14%
of the liquidation preference of the Senior Preferred Stock increasing on April
1, 1998 and each 90-day period thereafter that the Senior Preferred Stock
remains outstanding by 1%, but not to exceed a maximum dividend per annum of
20%, excluding any other adjustments to the dividend rate. The Senior Preferred
Stock ranks senior to all classes of the Company's Common Stock and preferred
stock outstanding or hereafter issued. The holders of the shares of Senior
Preferred Stock have no voting rights except (i) as required by Oklahoma law, or
(ii) in the event the shares of Senior Preferred Stock are then outstanding and
so long as such shares remain outstanding, commencing on September 30, 1998 the
holders are entitled to elect two members of the Company's Board of Directors,
on December 31, 1998 the holders are entitled to elect three members of the
Company's Board of Directors, and on March 31, 1999 the holders are entitled to
elect four members of the Company's Board of Directors. Such directors, if
elected, will serve until the shares are redeemed. The dividend rate on the
Senior Preferred Stock is subject to increase under
-4-
<PAGE>
certain circumstances in the event the Company fails to comply with certain
covenants relating to the registration under the Securities Act of 1933, as
amended, of shares of Senior Preferred Stock to be offered in exchange for the
outstanding shares of Senior Preferred Stock, a change in control of the
Company, or the failure of the Company to redeem the shares from the proceeds of
certain offerings of its securities. The issuance of the shares provided a
portion of the cash paid as consideration in the Amoco Acquisition and were
applied to payment of a fee in connection with an amendment obtained from the
holders of certain terms of the Company's outstanding 12 1/4% Senior Notes due
2004 thereby permitting the Amoco Acquisition.
In connection with obtaining the consents to the amendment of the Company's
outstanding 12 1/4% Senior Notes, the Company agreed to raise a total of at
least $45.0 million in equity by February 28, 1998 and at least $100.0 million
from the sale of senior subordinated notes by March 31, 1998. In the event the
Company fails to comply with either of these agreements, until such conditions
are met, the interest rate on the 12 1/4% Senior Notes will increase by 1% until
the additional equity is raised and also by 1% until the senior subordinated
notes are sold, provided, if the senior subordinated notes are not sold by June
30, 1998, the interest rate on the 12 1/4% Senior Notes will increase by 2%
until such senior subordinated notes are sold. Pursuant to such consents, the
holders of the 12 1/4% Senior Notes agreed that the Company will have the right
to redeem such notes through March 31, 1998 at 100% of the principal amount
thereof and at 101% of the principal amount thereof through April 30, 1998 when
such redemption right will expire.
Concurrently with the sale of the Senior Preferred Stock, the Company
issued Warrants expiring five years from the date of issuance to purchase an
aggregate of 1,175,778 shares of Common Stock exercisable at the lesser of $2.75
per share or the average of the daily closing bid prices commencing five days
and ending one day before the date of exercise. The exercise price and number
of shares issuable is subject to adjustment under certain circumstances and the
holders have certain rights to have the shares issuable on exercise of the
warrants registered under the Securities Act or included in a registration
statement filed by the Company under the Securities Act. In the event the
Senior Preferred Stock remains outstanding on March 31, 1998, the exercise price
of the Warrants will reduce to $.01 per share and the holders of the Senior
Preferred Stock will receive additional five-year warrants, also having an
exercise price of $.01 per share, which will represent the right to purchase,
when aggregated with the Warrants, 10% of the Company's fully-diluted equity.
In the event the Senior Preferred Stock remains outstanding at each of June 30,
1998, September 30, 1998, December 31, 1998 and March 31, 1999, the holders of
the
-5-
<PAGE>
Senior Preferred Stock will receive additional five-year warrants which will
represent the right to purchase, when aggregated with the Warrants and any
additional warrants previously issued, 20%, 30%, 40% and 50%, respectively, of
the Company's fully-diluted equity.
General. The foregoing summaries of the Credit Facility, Senior Preferred
-------
Stock and common stock purchase warrants do not purport to be complete and are
subject to, and qualified in their entirety, by reference to the applicable
agreements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS:
(a) Financial Statements of Business Acquired.
It is impracticable for the Registrant to provide the required financial
statements for the business acquired at the time this Current Report on Form 8-K
is filed. Such financial statements will be filed as soon as practicable but
not later than 60 days after the date this Current Report on Form 8-K is
required to be filed.
(b) Pro Forma Financial Information.
It is impracticable for the Registrant to provide the required pro forma
financial information for the business acquired at the time this Current Report
on Form 8-K is filed. Such pro forma financial information will be filed as
soon as practicable but not later than 60 days after the date this Current
Report on Form 8-K is required to be filed.
Set forth below is the pro forma financial information appearing in this
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION
10.1* Second Restated Loan Agreement Among the Company,
Gothic Energy of Texas, Inc., Gothic Gas Corporation
and Bank One, Texas, N.A.
-6-
<PAGE>
10.2* Securities Purchase Agreement dated as of January 23,
1998
10.3* Certificate of Designation of Preferences and Rights
of Senior Redeemable Preferred Stock, Series A, as
filed with the State of Oklahoma on January 23, 1998
10.4* Warrant Agreement between the Company and American
Stock Transfer & Trust Company, dated as of January
23, 1998
10.5* Registration Rights Agreement dated as of January 23,
1998
10.6* Common Stock Registration Rights Agreement dated as
of January 23, 1998
10.7* Warrant to Purchase Common Stock of the Company
expiring November 24, 2002
10.8* First Supplemental Indenture dated January 23, 1998
to Indenture dated September 9, 1997 between the
Company and The Bank of New York, as Trustee
10.9* Second Supplemental Indenture dated January 27, 1998
to Indenture dated September 9, 1997 between the
Company and The Bank of New York, as Trustee
- ----------------------
* Previously filed
-7-
<PAGE>
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: February 25, 1998 By: /s/ Michael K. Paulk
--------------------------------
Michael K. Paulk, President
-8-
