-----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, WG1nr0HLiy3Wmrldy1LyVgGN+aP/eyipNKxORGxPOvng+s1bfRbZBpSxRtNRP7oV ieXuGbMsuv5ndMi7pb7mpw== 0000895126-05-000005.txt : 20050120 0000895126-05-000005.hdr.sgml : 20050120 20050120154904 ACCESSION NUMBER: 0000895126-05-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050113 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20050120 DATE AS OF CHANGE: 20050120 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13726 FILM NUMBER: 05538805 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 8-K 1 chk01202005.txt AMENDMENT TO ARTICLES OF INCORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) - ------------------------------------------------------------------------------- JANUARY 20, 2005 (JANUARY 13, 2005) CHESAPEAKE ENERGY CORPORATION - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) OKLAHOMA 1-13726 73-1395733 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA 73118 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (405) 848-8000 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION. Effective January 13, 2005, Chesapeake Energy Corporation (the "Company") filed a Certificate of Elimination with the Oklahoma Secretary of State retiring 3,896,890 shares of our 6.00% Cumulative Convertible Preferred Stock, par value $0.01 per share. Such shares of 6.00% Preferred Stock were acquired by the Company as the result of an exchange offer to exchange its common stock for preferred stock. The Certificate of Elimination is attached hereto as exhibit 3.1. ITEM 9.01 - EXHIBITS (c) Exhibits EXHIBIT NO. DOCUMENT DESCRIPTION - ----------- ------------------- 3.1 Certificate of Elimination SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CHESAPEAKE ENERGY CORPORATION By: /s/ AUBREY K. MCCLENDON ------------------------------------- Aubrey K. McClendon Chairman of the Board and Chief Executive Officer Date: January 19, 2005 EXHIBIT INDEX EXHIBIT NO. DOCUMENT DESCRIPTION - ----------- -------------------- 3.1 Certificate of Elimination EX-3.(I) 2 chk01202005exh31.txt CERTIFICATE OF ELIMINATION_6.00% PREFERRED STOCK EXHIBIT 3.1 ----------- CERTIFICATE OF ELIMINATION Chesapeake Energy Corporation (the "Corporation"), a corporation organized and existing under the Oklahoma General Corporation Act, DOES HEREBY CERTIFY: FIRST: That the Corporation has acquired 3,896,890 shares of its 6.00% Cumulative Convertible Preferred Stock, par value $.01 per share (the "Acquired Shares"). SECOND: That the Board of Directors of the Corporation has adopted resolutions retiring the Acquired Shares. THIRD: That the Certificate of Designation for the 6.00% Cumulative Convertible Preferred Stock (the "Certificate of Designation") prohibits the reissuance of shares when so retired and, pursuant to the provisions of Section 1078 of the Oklahoma General Corporation Act, upon the date of the filing of this Certificate of Elimination, the Certificate of Designation shall be amended so as to reduce the number of authorized shares of the 6.00% Cumulative Convertible Preferred Stock by 3,896,890 shares, being the total number of the Acquired Shares retired by the Board of Directors. Accordingly, the number of authorized but undesignated shares of preferred stock of the Company shall be increased by 3,896,890 shares. The retired Acquired Shares have a par value of $.01 per share and an aggregate par value of $38,968.90. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its Treasurer and Senior Vice President - Human Resources and attested to by its Secretary, this 13th day of January, 2005. CHESAPEAKE ENERGY CORPORATION By: /s/ MARTHA A BURGER ---------------------------------- Martha A. Burger Treasurer and Senior Vice President - Human Resources ATTEST: /s/ JENNIFER M. GRIGSBY - ------------------------------ Jennifer M. Grigsby, Secretary -----END PRIVACY-ENHANCED MESSAGE-----