<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
GOTHIC ENERGY CORPORATION
----------
(Name of Issuer)
Common Stock, $.01 par value
--------------------------
(Title of Class of Securities)
383482106
---------
(CUSIP Number)
Shannon Self, Esquire
Self, Giddens & Lees, Inc.
210 Park Avenue, Suite 2725
Oklahoma City, Oklahoma 73102
(405) 232-3001
--------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 17, 1999
-----------------------
(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 (6) 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> 2
<TABLE>
<S> <C> <C> <C>
CUSIP No. 383482106 Page 2 of 6 Pages
(1) Names of Reporting Persons, Chesapeake Mid-Continent Corp., an Oklahoma
S.S. or I.R.S. Identification corporation, as successor by merger to Chesapeake
Nos. of Above Persons Gothic Corp., an Oklahoma corporation
73-1529077
(2) Check the Appropriate Box if (a) [ ]
a Member of a Group (See (b) [ ]
Instructions)
(3) SEC Use Only
(4) Source of Funds (See Instructions) AF,WC
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization Oklahoma
(7) Sole Voting Power 2,394,125
Number of Shares (8) Shared Voting Power ------
Beneficially
Owned by Each (9) Sole Dispositive 2,394,125
Reporting Person Power
With:
(10) Shared Dispositive ------
Power
(11) Aggregate Amount Beneficially 2,394,125
Owned by Each Reporting Person
(12) Check if the Aggregate Amount [ ]
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 14.7%
by Amount in Row (11)
(14) Type of Reporting Person CO
(See Instructions)
</TABLE>
<PAGE> 3
CUSIP No. 383482106 Page 3 of 6 Pages
Item 1. Security and Issuer.
The common stock par value $.01 per share (the "Common Stock"), of
Gothic Energy Corporation, an Oklahoma corporation ("Gothic"). Gothic's
principal executive offices are located at 5727 South Lewis Avenue,
Suite 700, Tulsa, Oklahoma 74105.
Item 2. Identity and Background.
Chesapeake Mid-Continent Corp., an Oklahoma corporation ("Chesapeake
Mid-Continent"), is a wholly owned subsidiary of Chesapeake Energy
Corporation, an Oklahoma corporation ("Chesapeake Energy"). Both
corporations are located at 6100 North Western Avenue, Oklahoma City,
Oklahoma 73118, and are engaged in the ownership, development and
operation of oil and gas assets in North America.
The executive officers and directors of Chesapeake Mid-Continent and
Chesapeake Energy are set forth below. Each individual designated by an
asterisk is a director or officer of Chesapeake Mid-Continent and
Chesapeake Energy.
Aubrey K. McClendon *
Director and Chief Executive Officer
6100 North Western
Oklahoma City, Oklahoma 73118
Tom L. Ward *
Director and Chief Operating Officer
6200 North Western
Oklahoma City, Oklahoma 73118
Marcus C. Rowland *
Chief Financial Officer
6100 North Western
Oklahoma City, Oklahoma 73118
Edgar F. Heizer, Jr.
Director
261 Bluff's Edge Drive
Lake Forest, Illinois 60045
Breene M. Kerr
Director
115 Bay Street
Easton, Maryland 21601-2703
<PAGE> 4
CUSIP No. 383482106 Page 4 of 6 Pages
Shannon Self
Director
2725 Oklahoma Tower
210 Park Avenue
Oklahoma City, Oklahoma 73102
Frederick B. Whittemore
Director
1221 Avenue of the Americas
New York, New York 10020
Walter C. Wilson
Director
2001 Kirby Drive, Suite 1107
Houston, Texas 77019
Chesapeake Mid-Continent, Chesapeake Energy and each of the listed
individuals have not, during the last five years, been convicted in a
criminal proceeding and have not been or become 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. Each individual is a
United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
On April 27, 1998, Chesapeake Mid-Continent and certain affiliated
entities made a strategic investment in Gothic (the "Transaction") and
in connection therewith Chesapeake Mid-Continent or its affiliates
acquired Gothic's Series B Senior Preferred Stock (the "Preferred
Stock"), certain oil and gas interests, the right to participate in
certain oil and gas development activities of Gothic and a warrant (the
"Warrant") for 2,439,246 shares of Common Stock at an exercise price of
$.01 per share. The consideration for the Transaction was provided by
Chesapeake Energy and its affiliated entities from working capital and
the proceeds from one or more bond financing transactions. On August
18, 1999, Chesapeake Mid-Continent exercised the Warrant by
surrendering 45,121 warrants and receiving 2,394,125 shares of Common
Stock.
Item 4. Purpose of Transaction
The Warrant and the underlying Common Stock, along with the other
interests described in Item 3 of this Schedule 13D, were acquired in
the Transaction as investments for Chesapeake Mid-Continent's own
account. In the future Chesapeake Mid-Continent may, subject to the
terms of the Transaction: (i) purchase additional shares of Common
Stock or other equity securities of Gothic, (ii) communicate with
management of Gothic regarding Gothic's business plans; or (iii) enter
into additional strategic investments in connection with Gothic or
Gothic's assets. Chesapeake Mid-Continent has the right to appoint one
director to Gothic's board of directors, but to date has declined to
exercise that right.
Chesapeake Mid-Continent is currently evaluating the sale of all or a
portion of the shares of Common Stock in compliance with federal
securities laws, state securities laws and the agreements among
Chesapeake Mid-Continent, Chesapeake Mid-Continent's affiliates and
Gothic. In addition, on September 13, 1999, Gothic announced that
Gothic was exploring
<PAGE> 5
CUSIP No. 383482106 Page 5 of 6 Pages
alternatives to restructure Gothic's debt and equity, which presumably
may include the sale of assets, the issuance of new debt or the
issuance of new equity securities. As a result, the securities laws and
the existence of non-public information regarding Gothic may from time
to time delay any intended sales of the Common Stock by Chesapeake
Mid-Continent. Except as set forth above, Chesapeake Mid-Continent has
no present plans or intentions relating to the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Chesapeake Mid-Continent was previously the record owner of the
Warrant which granted the right to purchase 2,439,246 shares of Common
Stock, which shares constituted approximately 15% of the outstanding
Common Stock on April 27, 1998. Subsequent to the exercise of the
Warrant on August 18, 1999, Chesapeake Mid-Continent was the owner of
2,394,125 shares of Common Stock, which represented approximately 14.7%
of the outstanding Common Stock. The foregoing excludes the shares of
Preferred Stock purchased by Chesapeake Mid-Continent because the
Preferred Stock is non-voting and Chesapeake Mid-Continent does not
have the right to acquire Common Stock within sixty days of this filing
through the conversion of the Preferred Stock.
(b) Chesapeake Mid-Continent has the sole power to dispose of the
Warrant and vote or dispose of the underlying warrant shares of Common
Stock.
(c) Chesapeake Mid-Continent exercised the Warrant on a net basis by
surrendering the right to acquire 45,121 shares of Common Stock under
the Warrant and receiving 2,394,125 shares of Common Stock. The
exercise price under the Warrant was $.01 per share and the value
implied for the 45,121 shares of surrendered Common Stock was $.5406
per share.
(d) Inapplicable
(e) Inapplicable
Item 6. Contracts, Agreements, Underwritings or Relationships With Respect to
Securities of the Issuer.
The Warrant was exercisable in whole or in part at any time after April
27, 1998, until April 27, 2008. The holders of at least 50% of Common
Stock underlying the Warrant, the Preferred Stock and related shares
described in the Registration Rights Agreement can request the
registration of such Common Stock under the Securities Act at any time
after September 30, 1998. In addition, as part of the Transaction
Chesapeake Mid-Continent and Gothic entered into a standstill agreement
that prohibits certain actions by Chesapeake Mid-Continent and its
affiliates prior to March 31, 2000, including prohibitions against
acquiring additional securities of Gothic or taking actions to change
or influence the control of Gothic. The remaining agreements entered
into as part of or subsequent to the Transaction were entered into and
performed in the ordinary course of the oil and gas exploration and
development business.
Item 7. Materials to be filed as Exhibits.
The Warrant to purchase Common Stock of Gothic Energy Corporation
issued to Chesapeake Mid-Continent Corp. dated April 27, 1998 is
attached as Exhibit 99.1.
<PAGE> 6
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: September 22, 1999
CHESAPEAKE MID-CONTINENT CORP., an
Oklahoma corporation
By /s/ Aubrey K. McClendon
----------------------------------------------
Aubrey K. McClendon, President
