8-A12B 1 d92496e8-a12b.txt FORM 8-A 12(B) As filed with the Securities and Exchange Commission on November 19, 2001 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------- CHESAPEAKE ENERGY CORPORATION* (Exact name of registrant as specified in its charter) OKLAHOMA 73-1395733 (State of incorporation or organization) (I.R.S. Employer Identification No.) 6100 NORTH WESTERN AVENUE OKLAHOMA CITY, OKLAHOMA 73118 (Address of principal executive offices) (Zip Code)
---------- If this Form relates to the registration of If this Form relates to the registration of a class of securities pursuant to Section a class of securities pursuant to Section 12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(c), check pursuant to General Instruction A.(d), check the following box. [ ] the following box. [ ]
Securities Act registration statement file number to which this form relates: 333-61648 Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED 8 1/8% Senior Notes due 2011 and guarantees thereof New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) * Includes certain subsidiaries of Chesapeake Energy Corporation identified on the following pages. THE AMES COMPANY, INC. (Exact name of registrant as specified in its charter) OKLAHOMA 73-1470082 (State of incorporation or organization) (I.R.S. Employer Identification No.) CHESAPEAKE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) OKLAHOMA 73-1528271 (State of incorporation or organization) (I.R.S. Employer Identification No.) CHESAPEAKE ENERGY LOUISIANA CORPORATION (Exact name of registrant as specified in its charter) OKLAHOMA 73-1524569 (State of incorporation or organization) (I.R.S. Employer Identification No.) CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) OKLAHOMA 73-1384282 (State of incorporation or organization) (I.R.S. Employer Identification No.) CHESAPEAKE LOUISIANA, L.P. (Exact name of registrant as specified in its charter) OKLAHOMA 73-1519126 (State of incorporation or organization) (I.R.S. Employer Identification No.) CHESAPEAKE MOUNTAIN FRONT CORP. (Exact name of registrant as specified in its charter) OKLAHOMA 73-1238619 (State of incorporation or organization) (I.R.S. Employer Identification No.) CHESAPEAKE OPERATING, INC. (Exact name of registrant as specified in its charter) OKLAHOMA 73-1343196 (State of incorporation or organization) (I.R.S. Employer Identification No.) CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) DELAWARE 73-1565350 (State of incorporation or organization) (I.R.S. Employer Identification No.) CHESAPEAKE ROYALTY COMPANY (Exact name of registrant as specified in its charter) DELAWARE 73-1549744 (State of incorporation or organization) (I.R.S. Employer Identification No.)
2 CHESAPEAKE-STAGHORN ACQUISITION L.P. (Exact name of registrant as specified in its charter) OKLAHOMA 73-1612854 (State of incorporation or organization) (I.R.S. Employer Identification No.) GOTHIC ENERGY CORPORATION (Exact name of registrant as specified in its charter) OKLAHOMA 22-2663839 (State of incorporation or organization) (I.R.S. Employer Identification No.) GOTHIC PRODUCTION CORPORATION (Exact name of registrant as specified in its charter) OKLAHOMA 73-1539475 (State of incorporation or organization) (I.R.S. Employer Identification No.) NOMAC DRILLING CORPORATION (Exact name of registrant as specified in its charter) OKLAHOMA 73-1606317 (State of incorporation or organization) (I.R.S. Employer Identification No.)
3 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The securities to be registered consist of $800,000,000 principal amount of 8 1/8% Senior Notes due 2011 (the "Senior Notes") of Chesapeake Energy Corporation (the "Registrant") and the full and unconditional guarantees thereof (the "Guarantees") by the following subsidiaries of the Registrant: The Ames Company, Inc., Chesapeake Acquisition Corporation, Chesapeake Energy Louisiana Corporation, Chesapeake Exploration Limited Partnership, Chesapeake Louisiana, L.P., Chesapeake Mountain Front Corp., Chesapeake Operating, Inc., Chesapeake Panhandle Limited Partnership, Chesapeake Royalty Company, Chesapeake - Staghorn Acquisition L.P., Gothic Energy Corporation, Gothic Production Corporation, and Nomac Drilling Corporation (the "Subsidiary Guarantors" and collectively with the Registrant, the "Co-Registrants"). The Co-Registrants hereby incorporate by reference herein the description of the terms, rights and preferences of the Senior Notes and the Guarantees set forth under the caption "Description of the New Notes" in the Prospectus forming a part of the Co-Registrants' registration statement on Form S-4 (No. 333-61648). Such Prospectus was filed with the Commission by the Co-Registrants pursuant to Rule 424(b)(3) under the Securities Act of 1933 on June 8, 2001. ITEM 2. EXHIBITS The following exhibits are filed pursuant to Instruction II to Item 2: Exhibit No. Description 1. Indenture dated as of April 6, 2001 among Registrant, its subsidiaries named therein as Subsidiary Guarantors, and United States Trust Company of New York, as Trustee. Incorporated herein by reference to Exhibit 4.6 to Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 2001. 2. Supplemental Indenture dated May 14, 2001. Incorporated herein by reference to Exhibit 4.6 to Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 2001. 3. Second Supplemental Indenture dated September 12, 2001. Incorporated herein by reference to Exhibit 4.3.1 to Registrant's quarterly report on Form 10-Q for the quarter ended September 30, 2001. 4. Third Supplemental Indenture dated October 1, 2001. Incorporated herein by reference to Exhibit 4.3.2 to Registrant's quarterly report on Form 10-Q for the quarter ended September 30, 2001. 5. Specimen of 8 1/8% Senior Note. Included as Exhibit A-1 to the Indenture filed herewith as Exhibit 1. 4 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized. CHESAPEAKE ENERGY CORPORATION By: /s/ AUBREY K. MCCLENDON --------------------------------------------- Aubrey K. McClendon, Chairman and Chief Executive Officer THE AMES COMPANY, INC. CHESAPEAKE ACQUISITION CORPORATION CHESAPEAKE ROYALTY CORPORATION For each of the above: By: /s/ AUBREY K. MCCLENDON --------------------------------------------- Aubrey K. McClendon, President CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE MOUNTAIN FRONT CORP. CHESAPEAKE OPERATING, INC. GOTHIC ENERGY CORPORATION GOTHIC PRODUCTION CORPORATION NOMAC DRILLING CORPORATION For each of the above: By: /s/ AUBREY K. MCCLENDON --------------------------------------------- Aubrey K. McClendon, Chief Executive Officer CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, L.P. CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP CHESAPEAKE-STAGHORN ACQUISITION L.P. For each of the above: By: Chesapeake Operating, Inc. General Partner By: /s/ AUBREY K. MCCLENDON --------------------------------------------- Aubrey K. McClendon, Chief Executive Officer Date: November 19, 2001 5