<PAGE>
 
                                                                  Exhibit 6(iii)

                      CERTIFICATE OF OWNERSHIP AND MERGER
                                    MERGING

                           GOTHIC ENERGY CORPORATION
                           (A DELAWARE CORPORATION)

                                     INTO

                           GOTHIC ENERGY NEWCO, INC.
                           (AN OKLAHOMA CORPORATION)

  (Under Section 253 of the General Corporation Law of the State of Delaware)


     Gothic Energy Corporation, a corporation organized and existing under the
laws of the State of Delaware (the "Company"), does hereby certify:

     FIRST:  That it was organized pursuant to the provisions of the General
Corporation Law of the State of Delaware (the "DGCL") under the name TNC
Subsidiary Corp., on June 15, 1994 and on April 18, 1995 filed a Certificate of
Amendment changing its name to Gothic Energy Corporation.

     SECOND: That it owns all of the outstanding shares of stock of Gothic
Energy Newco, Inc., a corporation organized pursuant to the provisions of the
Oklahoma General Corporation Law on October 11, 1996 ("Newco").

     THIRD:  That the Board of Directors of the Company, by unanimous written
consent dated October 10, 1996, determined to merge the Company into Newco (the
"Merger"), and did adopt the following resolutions:
<PAGE>
 
     RESOLVED, that the Board of Directors deems it advisable and in the best
     interests of the Company that the Company and its wholly owned subsidiary,
     Gothic Energy Newco, Inc., an Oklahoma corporation ("Newco"), be merged
     upon the terms and conditions set forth in (a) the Agreement and Plan of
     Merger between the Company and Newco (the "Merger Agreement"), (b) the
     Certificate of Ownership and Merger under Section 1083 of the General
     Corporation Law of the State of Oklahoma merging the Company into Newco
     (the "Oklahoma Certificate of Merger") and (c) the Certificate of Ownership
     and Merger under Section 253 of the General Corporation Law of the State of
     Delaware merging the Company into Newco (the "Delaware Certificate of
     Merger"), each of which is filed with and made a part of these resolutions
     (the "Merger Documents"), pursuant to which Newco shall survive the merger
     (the "Merger"); and be it further

     RESOLVED: That the terms and conditions of the Merger are as follows:

          (a) At the effective time of the merger (the "Effective Time"), the
     Company shall be merged into Newco and, thereupon, Newco shall possess any
     and all purposes and powers of the Company; and all leases, licenses,
     property, rights, privileges and powers of whatever nature and description
     of the Company shall be transferred to, vested in and devolved upon Newco,
     without further act or deed, subject to all of the debts and obligations of
     the Company;

          (b) At the Effective Time, the corporate name of Newco shall be
     changed to Gothic Energy Corporation;

          (c) At the Effective Time, by virtue of the Merger and without any
     action on the part of the Company, Newco or any holder of any stock of
     either of them:

               (i) Each share of Common Stock, $0.01 par value per share, of the
     Company ("Company Common Shares") issued and outstanding immediately prior
     to the Effective Time shall be converted into the right to receive one (1)
     validly issued, fully paid and nonassessable share of Common Stock, $0.001
     par value per share, of Newco ("Newco Common Shares"). Each certificate
     representing Company Common Shares shall thereafter represent the right to
     receive Newco Common Shares. All Company Common Shares shall cease to be
     outstanding, shall be canceled and retired and shall cease to exist;
<PAGE>
 
               (ii) Each Company Common Share issued and held in the Company's
     treasury shall cease to be outstanding, shall be canceled and retired
     without payment of any consideration therefor and shall cease to exist;

               (iii) Each share of 7-1/2% Cumulative Convertible Preferred
     Stock, $0.05 par value per share, of the Company ("Company Preferred
     Shares") issued and outstanding immediately prior to the Effective Time
     shall be converted into the right to receive one (1) validly issued, fully
     paid and non-assessable share of 7-1/2% Cumulative Convertible Preferred
     Stock, $0.05 par value per share, of Newco ("Newco Preferred Shares'). Each
     certificate representing Company Preferred Shares shall thereafter
     represent the right to receive Newco Preferred Shares. All Company
     Preferred Shares shall cease to be outstanding, shall be cancelled and
     retired and shall cease to exist;

               (iv) Each Newco Common Share issued and outstanding immediately
     prior to the Effective Time shall cease to be outstanding, shall be
     canceled and retired without payment of any consideration therefor and
     shall cease to exist;

               (v) Each option, warrant, conversion right, or other right to
     purchase or otherwise acquire Company Common Shares pursuant to stock
     option, warrant or other stock-based plans or conversion right of the
     Company granted, issued or outstanding immediately prior to the Effective
     Time (A) shall be converted into and become a right to purchase or
     otherwise acquire the same number of Newco Common Shares at the same price
     per share and upon the same terms and subject to the same conditions as
     applicable to such options, warrants, conversion rights, or other rights
     immediately prior to the Effective Time and (B) shall be assumed and
     governed under all option plans or agreements binding upon or in force
     against the Company immediately prior to the Effective Time;

          (d) On or after the Effective Time, all of the outstanding
     certificates which prior to that time represented Company Common Shares or
     Company Preferred Shares shall be deemed for all purposes to evidence
     ownership of and to represent Newco Common Shares or Newco Preferred Shares
     into which such shares have been converted as hereinabove provided and
     shall be so registered on the books and records of Newco or its transfer
     agents. Until any such certificate shall have been surrendered for transfer
     or otherwise accounted for to Newco
<PAGE>
 
     or its transfer agent, the registered owner of any such outstanding
     certificate shall have and be entitled to exercise any voting and other
     rights with respect to, and to receive any dividend or other distribution
     on, the Newco Common Shares or Newco Preferred Shares into which the
     Company Common Shares or Company Preferred Shares represented by such
     certificate have been converted. After the Effective Time, whenever
     certificates which formerly represented Company Common Shares or Company
     Preferred Shares are presented for exchange or registration of transfer,
     Newco will cause to be issued in respect thereof certificates representing
     an equal number of Newco Common Shares or Newco Preferred Shares; and be it
     further

     RESOLVED: That, in the event the Merger Agreement is not terminated by the
     Board of Directors, the proper officers of the Company are hereby
     authorized and directed to execute the Merger Documents, to take all action
     necessary for the proper filing of the Certificate of Ownership and Merger
     with the Secretary of State of the State of Oklahoma and the Certificate of
     Ownership and Merger with the Secretary of State of the State of Delaware,
     and to take such other action and execute such other documents as may be
     necessary or appropriate to the implementation and consummation of the
     Merger.

     FOURTH:  That the Merger has been approved by the holders of at least a
majority of the outstanding shares of stock of the Company entitled to vote
thereon, at the annual meeting of stockholders of the Company held on August 13,
1996, duly called and held after twenty (20) days' notice of the purpose of the
meeting was mailed to each stockholder at his address as it appears on the
records of the Company.

     FIFTH:  That the Company hereby agrees that it may be served with process
in the State of Delaware in any proceeding for the enforcement of any obligation
of the Company, as well as for the enforcement of any obligation of Newco
arising from the Merger, including any suit or other proceeding to enforce the
right of any stockholder as determined in any appraisal proceeding pursuant to
the provisions of Section 262 of the DGCL, and hereby irrevocably appoints the
Secretary of State of the State of Delaware (the "Secretary of State") as its
agent to accept service of process in any such suit or other proceeding and
agrees that service of any such process may be made by personally delivering to
and leaving with the Secretary of State duplicate copies of such process; and
hereby authorizes the Secretary of State to send forthwith by registered mail
one of such duplicate copies of such process addressed to Gothic Energy
Corporation, 5727 South Lewis Avenue, Suite 700, Tulsa, Oklahoma  74105, unless
the Company shall hereafter designate in writing to the Secretary of State a
different address for such process, in which case the duplicate 
<PAGE>
 
copy of such process shall be mailed to the last address so designated.

     SIXTH:  This Certificate of Ownership and Merger shall become effective
upon acceptance for filing by the Secretary of State.

     SEVENTH:  The undersigned President of the Company acknowledges this
Certificate of Ownership and Merger to be the corporate act of the Company, and
further, as to all matters or facts required to be verified under oath, the
President of the Company acknowledges that, to the best of his knowledge,
information and belief, these matters and facts relating to the Company are true
in all material respects and that this statement is made under the penalties for
perjury.


     IN WITNESS WHEREOF, this Certificate of Ownership and Merger has been duly
executed by the President of the Company and attested to by its Secretary this
__________ day of October 1996.



Attest:                                       GOTHIC ENERGY CORPORATION



   /s/ Linda Esley                        By:   /s/ Michael Paulk
--------------------------------------        --------------------------
Linda Esley, Secretary                        Michael Paulk, President



(corporate seal)