-----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, SAaixXdEPxostC/KVfTlEdYIpZt0N2AFJ+1STztAdoOTHrXjFnf8KNJKr7XSHll+ bNedhHQfYeIg64oz5I58LQ== 0000895126-05-000040.txt : 20050413 0000895126-05-000040.hdr.sgml : 20050413 20050412184248 ACCESSION NUMBER: 0000895126-05-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050412 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050413 DATE AS OF CHANGE: 20050412 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: 05747077 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 chk04132005_8k.txt PRIVATE OFFERING OF $400MM CUM CONV PREFSTOCK 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) - -------------------------------------------------------------------------------- April 12, 2005 (April 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 8 - Other Events Item 8.01 Other Events. On April 12, 2005, Chesapeake Energy Corporation issued a press release announcing the private offering of $400 million cumulative convertible preferred stock. This press release is attached as Exhibit 99.1. Section 9 - Financial Statements and Exhibits Item 9.01 Final Statements and Exhibits. (c) Exhibits Exhibit No. Document Description ----------- -------------------- 99.1 Press Release Dated April 12, 2005 2 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: April 13, 2005 3 EXHIBIT INDEX Exhibit No. Document Description ----------- -------------------- 99.1 Press Release Dated April 12, 2005 4 EX-99 2 chk04132005exh991.txt PRESS RELEASE_$400 MILLION CUM CONV PREFERSTOCK EXHIBIT 99.1 ------------ CHESAPEAKE ENERGY CORPORATION ANNOUNCES PRIVATE OFFERING OF $400 MILLION CUMULATIVE CONVERTIBLE PREFERRED STOCK OKLAHOMA CITY, OKLAHOMA, APRIL 12, 2005 - Chesapeake Energy Corporation (NYSE:CHK) today announced that it intends to commence a private placement offering to eligible purchasers of $400 million of a new series of its cumulative convertible preferred stock with a stated value of $100 per share. The offering is expected to be eligible for resale under Rule 144A. The private offering, which is subject to market and other conditions, will be made within the United States only to qualified institutional buyers, and outside the United States only to non-U.S. investors under Regulation S of the Securities Act of 1933. Chesapeake intends to use the net proceeds of the offering to partially fund approximately $686 million of recently announced acquisitions of oil and gas properties, or in the event the acquisitions are not consummated, to repay debt under its bank credit facility. The company also intends to grant a 30-day option to the initial purchasers to purchase a maximum of $60 million stated value in additional shares of convertible preferred stock to cover any over-allotments in the offering. The preferred stock has not been registered under the Securities Act of 1933 or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy the preferred stock. THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. FORWARD-LOOKING STATEMENTS INCLUDE ESTIMATES AND GIVE OUR CURRENT EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. ALTHOUGH WE BELIEVE OUR FORWARD-LOOKING STATEMENTS ARE REASONABLE, THEY CAN BE AFFECTED BY INACCURATE ASSUMPTIONS OR BY KNOWN OR UNKNOWN RISKS AND UNCERTAINTIES. CHESAPEAKE ENERGY CORPORATION IS THE FOURTH LARGEST INDEPENDENT PRODUCER OF NATURAL GAS IN THE U.S. HEADQUARTERED IN OKLAHOMA CITY, THE COMPANY'S OPERATIONS ARE FOCUSED ON EXPLORATORY AND DEVELOPMENTAL DRILLING AND PRODUCING PROPERTY ACQUISITIONS IN THE MID-CONTINENT, PERMIAN BASIN, SOUTH TEXAS, TEXAS GULF COAST AND ARK-LA-TEX REGIONS OF THE UNITED STATES. -----END PRIVACY-ENHANCED MESSAGE-----