<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
GOTHIC ENERGY CORPORATION
--------------
(Name of Issuer)
Common Stock, par value $.01
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(Title of Class of Securities)
383482106
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(CUSIP Number)
Shannon Self, Esquire
Self, Giddens & Lees, Inc.
2725 Oklahoma Tower
210 Park Avenue
Oklahoma City, Oklahoma 73102
(405) 232-3001
------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2000
---------------
(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 1 of 11 Pages
<PAGE> 2
CUSIP NO. 383482106
<TABLE>
<S> <C> <C>
(1) Names of Reporting Persons, S.S. or I.R.S. Chesapeake Energy
Identification Nos. of Above Persons Corporation
73-1395733
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [x]
(3) SEC Use Only
(4) Source of Funds (See Instructions) AF
(5) Check if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Oklahoma
Number of Shares (7) Sole Voting Power --
Beneficially Owned (8) Shared Voting Power 4,047,486
By Each Reporting (9) Sole Disposition --
Person With: (10) Shared Dispositive Power 4,047,486
(11) Aggregate Amount Beneficially Owned by Each 4,047,486
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 19.9%
(14) Type of Reporting Person (See Instructions) CO
</TABLE>
Page 2 of 11 Pages
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CUSIP NO. 383482106
<TABLE>
<S> <C> <C>
(1) Names of Reporting Persons, S.S. or I.R.S. Chesapeake Exploration
Identification Nos. of Above Persons Limited Partnership, an
Oklahoma limited partnership,
successor by merger to
Chesapeake Mid-Continent
Corp., an Oklahoma
corporation
73-1384282
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [x]
(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
Number of Shares (7) Sole Voting Power 4,047,486
Beneficially Owned (8) Shared Voting Power 4,047,486
By Each Reporting (9) Sole Disposition 4,047,486
Person With: (10) Shared Dispositive Power 4,047,486
(11) Aggregate Amount Beneficially Owned by Each 4,047,486
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 19.9%
(14) Type of Reporting Person (See Instructions) PN
</TABLE>
Page 3 of 11 Pages
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CUSIP NO. 383482106
<TABLE>
<S> <C> <C>
(1) Names of Reporting Persons, S.S. or I.R.S. Chesapeake Energy
Identification Nos. of Above Persons Marketing, Inc.
73-1439175
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [x]
(3) SEC Use Only
(4) Source of Funds (See Instructions) AF
(5) Check if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Oklahoma
Number of Shares (7) Sole Voting Power --
Beneficially Owned (8) Shared Voting Power 4,047,486
By Each Reporting (9) Sole Disposition --
Person With: (10) Shared Dispositive Power 4,047,486
(11) Aggregate Amount Beneficially Owned by Each 4,047,486
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 19.9%
(14) Type of Reporting Person (See Instructions) CO
</TABLE>
Page 4 of 11 Pages
<PAGE> 5
CUSIP NO. 383482106
Preliminary Statement
This Amendment No. 5 to Schedule 13D amends and restates: (a) the Schedule 13D
dated September 15, 1999, and filed by Chesapeake Mid-Continent Corp., an
Oklahoma corporation ("Chesapeake Mid-Continent"), as successor by merger to
Chesapeake Gothic Corp., an Oklahoma Corporation ("Chesapeake Gothic"); (b)
Amendment No. 1 to Schedule 13D filed on September 23, 1999, by Chesapeake
Mid-Continent; (c) Amendment No. 2 to Schedule 13D filed on October 8, 1999 by
Chesapeake Mid-Continent; (d) Amendment No. 3 to Schedule 13D filed on April 10,
2000, by Chesapeake Exploration Limited Partnership, an Oklahoma limited
partnership, as successor by merger to Chesapeake Mid-Continent ("CELP"); and
(e) Amendment No. 4 to Schedule 13D filed on June 29, 2000, by CELP, Chesapeake
Energy Corporation, an Oklahoma corporation ("Chesapeake Energy") and Chesapeake
Energy Marketing, Inc., an Oklahoma corporation ("CEMI").
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.
CELP's sole general partner is Chesapeake Operating, Inc., an Oklahoma
corporation ("COI"), and its sole limited partner is Chesapeake Energy.
CELP and Chesapeake Mid- Continent were merged with CELP as the
surviving entity. CELP and COI are wholly owned subsidiaries of
Chesapeake Energy, 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. CEMI is a wholly owned
subsidiary of Chesapeake Energy engaged in the marketing of oil and gas
production and is located at 6100 North Western Avenue, Oklahoma City,
Oklahoma 73118. The executive officers and directors of COI, Chesapeake
Energy and CEMI are set forth below. Each individual designated by an
asterisk is a director or officer of COI, CEMI 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
Page 5 of 11 Pages
<PAGE> 6
CUSIP NO. 383482106
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
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
CELP, COI, Chesapeake Energy, CEMI and each of the listed individuals
(collectively, the "Chesapeake Parties") 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 Gothic and certain affiliated entities
made a strategic investment in Gothic (the "Initial Transaction"). As
part of the Initial Transaction Chesapeake Gothic and certain affiliates
acquired Gothic's Series B Senior Preferred Stock par value $.05 (the
"Preferred Stock"), certain oil and gas interests, the right to
participate in certain oil and gas development activities of Gothic
under that certain Sale and Participation Agreement dated March 31, 1998
(the "Participation Agreement"), and a warrant (the "Warrant") for
2,439,246 shares of Common Stock at an exercise price of $.01 per share.
The Preferred Stock and any Preferred Stock received as in-kind
dividends on such Preferred Stock is convertible into Common Stock at
the option of CELP on ninety (90) days prior written notice after April
30, 2000, to the extent that the conversion does not cause the
Chesapeake Parties to own more than 19.9% of the outstanding Common
Stock. Each
Page 6 of 11 Pages
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CUSIP NO. 383482106
share of Preferred Stock is convertible into shares of Common Stock
equal to the liquidation preference of $1,000.00 for each share of the
Preferred Stock divided by the greater of fair market value or $2.04167.
The consideration for the Initial Transaction was provided by Chesapeake
Energy and its affiliated entities from working capital and the proceeds
from one or more bond financing transactions.
Subsequent to the Initial Transaction, Chesapeake Gothic merged into
Chesapeake Mid-Continent with Chesapeake Mid-Continent as the surviving
entity. On August 18, 1999, Chesapeake Mid-Continent exercised the
Warrant on a net basis by surrendering 45,121 warrants and receiving
2,394,125 shares of Common Stock, which represented approximately 14.7%
of the then outstanding Common Stock. Effective December 31, 1999,
Chesapeake Mid-Continent merged into CELP, with CELP being the surviving
entity and the continuing holder of the Common Stock and the Preferred
Stock.
On September 13, 1999, Gothic announced that it was exploring
alternatives to restructure Gothic's debt and equity, including the
possible sale of assets, the issuance of new debt or the issuance of new
equity securities. In connection with a potential restructure of Gothic,
CELP and Gothic entered into an agreement (the "OP Agreement") on
February 28, 2000, pursuant to which CELP agreed to grant to Gothic an
option (the "Option") to redeem the Preferred Stock and Common Stock
held by CELP in exchange for the assignment to CELP of certain
undeveloped leasehold interests covered by the Participation Agreement.
The grant of the Option under the terms of the OP Agreement and the
subsequent exercise of the Option are subject to a number of material
conditions. The conditions under the OP Agreement were satisfied or
waived by the parties and the Option was granted by CELP to Gothic on
April 4, 2000, effective March 28, 2000. As part of the consideration to
be received by CELP for the grant of the Option under the OP Agreement:
(a) the joint venture was extended for three years to April 30, 2006;
(b) CELP was granted a right of first refusal on property dispositions
by Gothic or it affiliates; (c) COI was permitted to become operator of
28 wells operated by Gothic; and (d) Chesapeake Energy was granted the
first right to drill, complete and operate oil and gas wells located in
certain areas covered by the Participation Agreement.
In connection with Gothic's proposed restructure, Gothic entered into an
Agreement in Respect of Restructuring Gothic Energy Corporation 14 1/8%
Series B Senior Secured Discount Notes (the "Restructure Agreement") on
or about June 5, 2000, with holders of over 90% of the Gothic Energy
Corporation 14 1/8% Series B Senior Secured Discount Notes (the
"Discount Notes"). Under the terms of the Restructure Agreement Gothic
agreed to file a prepackaged bankruptcy plan. The holders of the
Discount Notes agreed to support Gothic's prepackaged plan and as part
of a confirmed bankruptcy plan to exchange the Discount Notes for: (a)
approximately 94% of the reorganized Gothic's Common Stock and (b) the
right to purchase additional Common Stock pursuant to a rights offering
by the reorganized Gothic. On or about June 27, 2000, CEMI purchased 96%
of the outstanding Discount Notes subject to the terms of the
Restructure Agreement (which CEMI agreed to perform with respect to the
Discount Notes) for a combination of cash and Chesapeake Energy common
stock. The cash consideration paid by CEMI was funded from CEMI's
working capital.
Page 7 of 11 Pages
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CUSIP NO. 383482106
On June 30, 2000, Chesapeake Energy and Gothic entered into a letter of
intent (the "Letter of Intent") providing for the acquisition of Gothic
by Chesapeake Energy or its designated subsidiary. Under the terms of
the Letter of Intent the holders (other than the Chesapeake Parties) of
Gothic's capital stock and securities convertible into Gothic capital
stock will receive 4.0 million shares of Chesapeake Energy common stock.
Because the transaction removed any need for Gothic or its subsidiaries
to file for protection under the United States Bankruptcy Code the
Letter of Intent terminated the Restructure Agreement and, since the
conditions to the exercise of the Option would not be met, the Option.
Item 4. Purpose of Transaction
The Preferred Stock, the Warrant, the underlying Common Stock to be
acquired from the exercise of the Warrant or the conversion of the
Preferred Stock and the other interests described in Item 3 of this
Schedule 13D, were acquired in the Initial Transaction as investments by
CELP's predecessors in interest. Under the terms of the Initial
Transaction, CELP has the right to appoint one director to Gothic's
board of directors, but to date has declined to exercise that right.
Subject to the terms of the various agreements among Gothic and the
Chesapeake Parties (including, without implied limitation, the documents
evidencing the Initial Transaction, the OP Agreement, the Option, the
Restructure Agreement and any related agreements), the Chesapeake
Parties may in the future: (i) purchase additional shares of Common
Stock, additional shares of Preferred Stock, additional Discount Notes,
debt securities or other equity securities of Gothic, (ii) communicate
with management of Gothic regarding Gothic's business plans and the
evaluation of Gothic's strategic alternatives as indicated above; or
(iii) enter into additional transactions in connection with Gothic or
Gothic's assets.
As described above, on June 30, 2000, Gothic and Chesapeake Energy
entered into the Letter of Intent which provides for the acquisition of
Gothic by Chesapeake Energy through a merger with a subsidiary to be
designated by Chesapeake Energy and terminates the Restructure Agreement
and the Option. The Letter of Intent is subject to a number of material
conditions. However, if the transaction contemplated by the Letter of
Intent is consummated, the Chesapeake Parties will own all of the
outstanding capital stock of Gothic and the shares of Gothic's stock
will cease to be freely tradeable. The Letter of Intent provides that
Gothic will not negotiate for the sale of Gothic or Gothic's assets for
45 days and provides for a breakup fee if the transaction contemplated
by the Letter of Intent is not consummated and an alternative
transaction is entered into by Gothic. Except as set forth above, the
Chesapeake Parties have 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) CELP owns 2,394,125 shares of Common Stock resulting from the
exercise of the Warrant and 62,828 shares of Preferred Stock which,
subject to the restrictions described below, are currently convertible
into approximately 30,772,701 shares of Common Stock after 90 days
written notice. Based on the 18,685,765 shares of Common Stock reflected
as
Page 8 of 11 Pages
<PAGE> 9
CUSIP NO. 383482106
issued and outstanding in Gothic's Form 10K filed on March 30, 2000, the
2,394,125 shares of Common Stock held by CELP represent 12.65% of the
outstanding Common Stock. If the restrictions described below were not
applicable and the Preferred Stock could be converted on the date of
this Schedule 13D, the Common Stock held by CELP immediately after the
conversion would represent 67.1% of the outstanding Common Stock after
giving effect to the issuance of the Common Stock as a result of the
conversion of the Preferred Stock. However, as indicated above, CELP can
only convert that portion of the Preferred Stock that would not cause
the Chesapeake Parties to own more than 19.9% of the outstanding Common
Stock immediately prior to such conversion and then only after 90 days
notice. Based on the Chesapeake Parties' current ownership and the
number of shares of Common Stock outstanding, CELP can only convert a
maximum number of shares of Preferred Stock equivalent to 1,653,361
shares of Common Stock on a fully diluted basis after 90 days notice.
(b) CELP has the power to vote or dispose of the shares of Common Stock
currently owned by CELP and acquired from the exercise of the Warrant.
CELP has the power to dispose of the Preferred Stock, but will not have
the right to vote or dispose of the Common Stock to be received from the
conversion of the Preferred Stock until such Preferred Stock is
converted after 90 days notice. Because of the ownership of CELP and
CEMI by Chesapeake Energy, the foregoing powers are shared with
Chesapeake Energy and CEMI.
(c) CELP has the right to receive dividends which have accrued on the
Preferred Stock, which dividends can be paid by Gothic on an in-kind
basis. On or about April 10, 2000, CELP received 1,820.22 shares of
Preferred Stock as a dividend. In addition to the foregoing, CELP and
Gothic entered into the OP Agreement on February 28, 2000, and
consummated the OP Agreement by issuing the Option effective March 28,
2000. CEMI acquired approximately 96% of the Discount Notes in private
transactions on or about June 27, 2000, for approximately $77,509,173
payable in a combination of cash and Chesapeake Energy common stock. The
purchase price of the Discount Notes represented 77.74474% of the face
amount of the Discount Notes and represented the accreted value based on
the original issuance price plus interest at the contract rate. The
Discount Notes were purchased by CEMI subject to the Restructure
Agreement. On June 30, 2000, Chesapeake Energy and Gothic entered into
the Letter of Intent which, among other things, provides for the
acquisition of Gothic by the Chesapeake Parties, terminates the Option
and terminates the Restructure Agreement.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Agreements, Underwritings or Relationships With Respect to
Securities of the Issuer.
Page 9 of 11 Pages
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CUSIP NO. 383482106
Under the terms of the Initial Transaction, the Preferred Stock was
convertible into Common Stock within 90 days after receipt by Gothic of
written notice of exercise delivered by CELP after April 30, 2000. 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. On June 30, 2000,
Chesapeake Energy and Gothic entered into the Letter of Intent which,
among other things, provides for the acquisition of Gothic by the
Chesapeake Parties, terminates the Option and terminates the Restructure
Agreement. 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.
1. The Warrant dated April 27, 1998, to purchase Common Stock of Gothic
issued to Chesapeake Gothic was attached as Exhibit 99.1 to the
Schedule 13D dated September 15, 1999, filed by Chesapeake
Mid-Continent.
2. The Option Purchase Agreement dated February 28, 2000, between Gothic
Energy Corporation, an Oklahoma corporation, Gothic Production Company,
an Oklahoma corporation, and Chesapeake Exploration Limited
Partnership, an Oklahoma limited partnership, successor in interest by
merger to Chesapeake Gothic Corp. was attached as Exhibit 99.2 to the
Schedule 13D dated April 6, 2000, filed by CELP.
3. The Option dated March 28, 2000, between Gothic Energy Corporation, an
Oklahoma corporation, Gothic Production Company, an Oklahoma
corporation, and Chesapeake Exploration Limited Partnership, an
Oklahoma limited partnership, successor in interest by merger to
Chesapeake Gothic Corp. was attached as Exhibit 99.3 to the Schedule
13D dated April 6, 2000, filed by CELP.
4. The Joint Filing Agreement is attached hereto as Exhibit "99.4."
5. The Letter of Intent dated June 30, 2000, among Gothic Energy
Corporation, Gothic Production Company and Chesapeake Energy
Corporation is attached hereto as Exhibit "99.5."
Page 10 of 11 Pages
<PAGE> 11
CUSIP NO. 383482106
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: June 30, 2000
Chesapeake Energy Corporation, an Oklahoma
corporation
By /s/Aubrey K. McClendon
--------------------------------------------
Aubrey K. McClendon, Chief Executive Officer
Chesapeake Exploration Limited Partnership, an
Oklahoma limited partnership
By Chesapeake Operating, Inc., an Oklahoma
corporation, as general partner
By /s/Aubrey K. McClendon
------------------------------------
Aubrey K. McClendon
Chief Executive Officer
Chesapeake Energy Marketing, Inc., an
Oklahoma corporation
By /s/Aubrey K. McClendon
--------------------------------------------
Aubrey K. McClendon, Chief Executive Officer
Page 11 of 11 Pages
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.4 Joint Filing Agreement
99.5 Letter of Intent dated June 30, 2000, among Gothic Energy
Corporation, Gothic Production Company and Chesapeake Energy
Corporation
</TABLE>
