Definitive Prospectus Supplement

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TxpX/YHy8M/vzJB3kqA2HX8l2NI4T4bhrpoZflfAhOQUvNPrIhYOKeiYtNbDAbVF 4jrqkb4krVry9dS9Bzs0jg== 0001193125-03-099309.txt : 20031224 0001193125-03-099309.hdr.sgml : 20031224 20031224141054 ACCESSION NUMBER: 0001193125-03-099309 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MC MINERAL CO LLC CENTRAL INDEX KEY: 0001260932 IRS NUMBER: 611448831 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-21 FILM NUMBER: 031073665 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ZAPATA L P CENTRAL INDEX KEY: 0001271007 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-16 FILM NUMBER: 031073666 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058102625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXLEY PETROLEUM CO CENTRAL INDEX KEY: 0001266855 IRS NUMBER: 731508537 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-20 FILM NUMBER: 031073664 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058102625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXLEY JOHN C LLC CENTRAL INDEX KEY: 0001266856 IRS NUMBER: 731508539 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-19 FILM NUMBER: 031073663 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058102625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOMAC DRILLING CORP CENTRAL INDEX KEY: 0001141205 IRS NUMBER: 731606317 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-05 FILM NUMBER: 031073662 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOTHIC ENERGY LLC CENTRAL INDEX KEY: 0000878482 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 222663839 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-07 FILM NUMBER: 031073661 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE STREET 2: P O BOX 18496 CITY: OKC STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: P O BOX 18496 CITY: OKC STATE: OK ZIP: 731540496 FORMER COMPANY: FORMER CONFORMED NAME: GOTHIC ENERGY CORP DATE OF NAME CHANGE: 19950504 FORMER COMPANY: FORMER CONFORMED NAME: TNC MEDIA INC DATE OF NAME CHANGE: 19930328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENERGY CORP CENTRAL INDEX KEY: 0000895126 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731395733 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668 FILM NUMBER: 031073656 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE OPERATING INC CENTRAL INDEX KEY: 0000949553 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 731343196 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-10 FILM NUMBER: 031073660 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE EXPLORATION L P CENTRAL INDEX KEY: 0000949557 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 731384282 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-12 FILM NUMBER: 031073659 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N WESTERN CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOTHIC PRODUCTION LLC CENTRAL INDEX KEY: 0001061312 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731539475 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-06 FILM NUMBER: 031073658 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: GOTHIC PRODUCTION CORP DATE OF NAME CHANGE: 19980508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENERGY LOUISIANA CORP CENTRAL INDEX KEY: 0001064204 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 731524569 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-13 FILM NUMBER: 031073655 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058799212 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE LOUISIANA LP CENTRAL INDEX KEY: 0001064208 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 731289723 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-11 FILM NUMBER: 031073654 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058799212 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ACQUISITION LLC CENTRAL INDEX KEY: 0001064216 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 731528271 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-18 FILM NUMBER: 031073653 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE ACQUISITION CORP DATE OF NAME CHANGE: 19980616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMES CO LLC CENTRAL INDEX KEY: 0001064448 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 731470082 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-15 FILM NUMBER: 031073652 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: AMES CO INC DATE OF NAME CHANGE: 19980619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE PANHANDLE LP CENTRAL INDEX KEY: 0001064450 IRS NUMBER: 954601927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-09 FILM NUMBER: 031073651 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE KNAN ACQUISITION LLC CENTRAL INDEX KEY: 0001105747 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731300132 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-26 FILM NUMBER: 031073650 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE STREET 2: P.O. BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVENUE STREET 2: P.O. BOX 18496 CITY: OKLAHOMA CITY STATE: OK ZIP: 731540496 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE KNAN ACQUISITION CORP DATE OF NAME CHANGE: 20020711 FORMER COMPANY: FORMER CONFORMED NAME: CANAAN ENERGY CORP DATE OF NAME CHANGE: 20000208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARMEN ACQUISITION LLC CENTRAL INDEX KEY: 0001141201 IRS NUMBER: 731604860 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-14 FILM NUMBER: 031073649 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: CARMEN ACQUISITION CORP DATE OF NAME CHANGE: 20010523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ROYALTY LLC CENTRAL INDEX KEY: 0001141203 IRS NUMBER: 731549744 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-08 FILM NUMBER: 031073648 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE ROYALTY CO DATE OF NAME CHANGE: 20010523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE MOUNTAIN FRONT LLC CENTRAL INDEX KEY: 0001162419 IRS NUMBER: 731238619 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-04 FILM NUMBER: 031073647 BUSINESS ADDRESS: STREET 1: 6100 N. WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N. WESTERN AVE. CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE MOUNTAIN FRONT CORP DATE OF NAME CHANGE: 20011116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE STAGHORN ACQUISITION LP CENTRAL INDEX KEY: 0001162420 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-01 FILM NUMBER: 031073646 BUSINESS ADDRESS: STREET 1: 6100 N. WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058799225 MAIL ADDRESS: STREET 1: 6100 N. WESTERN AVE. CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAP ACQUISITION LLC CENTRAL INDEX KEY: 0001163140 IRS NUMBER: 731622555 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-02 FILM NUMBER: 031073645 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: SAP ACQUISITION CORP DATE OF NAME CHANGE: 20011203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE FOCUS LLC CENTRAL INDEX KEY: 0001177303 IRS NUMBER: 331021135 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-23 FILM NUMBER: 031073644 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058102625 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE FOCUS CORP DATE OF NAME CHANGE: 20020711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE SIGMA L P CENTRAL INDEX KEY: 0001177304 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-22 FILM NUMBER: 031073643 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058102625 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENO ACQUISITION LLC CENTRAL INDEX KEY: 0001177305 IRS NUMBER: 820553595 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-25 FILM NUMBER: 031073642 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058102625 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE ENO ACQUISITION CORP DATE OF NAME CHANGE: 20020731 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE ALPHA CORP DATE OF NAME CHANGE: 20020711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE EP CORP CENTRAL INDEX KEY: 0001177306 IRS NUMBER: 481270813 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-17 FILM NUMBER: 031073641 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058102625 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE BETA CORP DATE OF NAME CHANGE: 20020711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE SOUTH TEXAS CORP CENTRAL INDEX KEY: 0001177307 IRS NUMBER: 412050649 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-24 FILM NUMBER: 031073640 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058102625 MAIL ADDRESS: STREET 1: 6100 N WESTERN AVENUE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: CHESAPEAKE DELTA CORP DATE OF NAME CHANGE: 20020711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ORC LLC CENTRAL INDEX KEY: 0001226474 IRS NUMBER: 710934234 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-110668-03 FILM NUMBER: 031073657 BUSINESS ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKC STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 N. WESTERN AVENUE STREET 2: PO BOX 18496 CITY: OKC STATE: OK ZIP: 73154-0496 424B3 1 d424b3.htm DEFINITIVE PROSPECTUS SUPPLEMENT Definitive Prospectus Supplement

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-110668

PROSPECTUS SUPPLEMENT NO. 1 to

PROSPECTUS DATED DECEMBER 1, 2003

Chesapeake Energy Corporation

Offer to Exchange up to $500,000,000 of 8.125% Senior Notes due April 1, 2011

We are extending our offer to exchange, upon the terms and subject to the conditions set forth in our prospectus dated December 1, 2003 as modified and supplemented by this prospectus supplement, up to $500 million in aggregate principal amount of our 8.125% Senior Notes due 2011 for a principal amount set forth below of new notes issued from our outstanding series of 7.75% Senior Notes due 2015 or 6.875% Senior Notes due 2016. We refer to this offer, as modified by this prospectus supplement, as the exchange offer. We refer to our 8.125% Senior Notes due 2011 as the 2011 Notes and to our 7.75% Senior Notes due 2015 and our 6.875% Senior Notes due 2016 offered in this exchange offer as the 2015 Notes and 2016 Notes, respectively. The CUSIP number of the 2011 Notes is 165167AS6.

We are extending the offer in order for holders of 2011 Notes to consider our recent announcements regarding proposed acquisitions and our related financing plans. The pricing terms of the exchange offer have not been modified.

We are extending and modifying the exchange offer by:

•

extending the expiration of the exchange offer to 5:00 p.m., New York City time, on Monday, January 12, 2004, with settlement expected on January 14, 2004;

•

extending the early participation date and the right to withdraw tenders of 2011 Notes to 5:00 p.m., New York City time, on Friday, January 9, 2004, entitling holders of 2011 Notes validly tendered by such time and accepted by us to receive an early participation payment in cash of $10.00 for each $1,000 principal amount of 2011 Notes; and

•

adding a condition to our acceptance of tenders that we have received at least $225 million in gross proceeds from the sale of our common stock.

The exchange offer remains subject to all other terms and conditions set forth in the prospectus dated December 1, 2003, as modified by this prospectus supplement.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any

state securities commission nor has the Securities and Exchange Commission passed upon the accuracy or the

adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Joint Lead Dealer Managers

Banc of America Securities LLC

Deutsche Bank Securities

Lehman Brothers

Bear, Stearns & Co. Inc.

Credit Suisse First Boston

Morgan Stanley

BNP PARIBAS

Credit Lyonnais Securities

SunTrust Robinson Humphrey

TD Securities

Comerica Securities

Wells Fargo Securities

The date of this prospectus supplement is December 24, 2003.

Extension of the Exchange Offer

The exchange offer has been extended and will expire at 5:00 p.m., New York City time, on Monday, January 12, 2004, which date we refer to as the expiration date, unless further extended. If tenders are accepted, the exchange offer is expected to be settled on January 14, 2004.

Extension of Early Participation Payment

If you validly tender 2011 Notes at any time prior to 5:00 p.m., New York City time, on Friday, January 9, 2004, which date we refer to as the early participation date, you will receive an early participation payment in cash of $10.00 for each $1,000 principal amount of 2011 Notes validly tendered and accepted for exchange.

Extension of Withdrawal Rights

Tenders of 2011 Notes, including all 2011 Notes previously tendered, may be withdrawn at any time prior to 5:00 p.m., New York City time, on Friday, January 9, 2004. Except under certain circumstances as described herein, tenders of 2011 Notes may not be withdrawn after that time.

Additional Condition to Acceptance of Tenders

In addition to the conditions to the exchange offer set forth in the original prospectus, we will not accept any tenders of 2011 Notes pursuant to the exchange offer unless we have received at least $225 million in gross proceeds from the sale of our common stock. We will not amend or waive this condition unless we extend the exchange offer and withdrawal rights.

No Change in Exchange Offer Consideration

We have not changed the consideration for the exchange offer. You can select the form of consideration that you will receive for your 2011 Notes from the following two options:

•

2015 Note Option. Under this option, we will exchange $1,033.23 in principal amount of 2015 Notes, less an adjustment for net accrued interest, for every $1,000 in principal amount of 2011 Notes tendered.

•

2016 Note Option. Under this option, we will exchange $1,107.68 in principal amount of 2016 Notes, plus an adjustment for net accrued interest, for every $1,000 in principal amount of 2011 Notes tendered.

You do not have to choose the same option for all the 2011 Notes that you tender. You do not have to tender all of your 2011 Notes to participate in this exchange offer.

Accrued Interest Adjustment

We have not changed the terms of the exchange offer relating to settlement of accrued interest. The exchange offer contains a per diem adjustment for accrued interest in the event of an extension of the expiration date beyond December 31, 2003. This per diem adjustment results in a $0.0041 per day increase in principal issued in the case of the 2015 Note Option and a $.0096 per day increase in principal issued in the case of the 2016 Note Option.

Assuming a settlement date of January 14, 2004, to adjust for the settlement of accrued interest:

•

the exchange ratio under the 2015 Note Option will be adjusted by reducing the amount of principal of 2015 Notes issued for each $1,000 of principal of 2011 Notes tendered by $15.14, so that you will receive $1,018.09 principal amount of 2015 Notes for each $1,000 principal amount of 2011 Notes validly tendered and accepted for exchange; and

•

the exchange ratio under the 2016 Note Option will be adjusted by increasing the amount of principal of 2016 Notes issued for each $1,000 of principal of 2011 Notes tendered by $12.65, so that you will receive $1,120.33 principal amount of 2016 Notes for each $1,000 principal amount of 2011 Notes validly tendered and accepted for exchange.

Information Concerning the Acquisitions

We filed a Current Report on Form 8-K on December 23, 2003 with the Securities and Exchange Commission describing the proposed acquisitions and our plans to finance them. We expect the closing of the $420 million acquisition of Concho Resources Inc., which is subject to satisfaction of customary closing conditions, will be completed on January 30, 2004. There is no assurance, however, that the Concho Resources acquisition will close and the exchange offer is not conditioned on it.

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