0000895126-05-000171.txt : 20050817 0000895126-05-000171.hdr.sgml : 20050817 20050817165549 ACCESSION NUMBER: 0000895126-05-000171 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050815 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050817 DATE AS OF CHANGE: 20050817 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: 051033886 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 chk8172005_certofelim.htm AMENDEMENTS TO ARTICLES OF INCORPORATIO

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)

August 17, 2005 (August 15, 2005)

CHESAPEAKE ENERGY CORPORATION

(Exact name of Registrant as specified in its Charter)

Oklahoma		1-13726		73-1395733
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer 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 August 15, 2005, Chesapeake Energy Corporation (the “Company”) filed a Certificate of Elimination with the Oklahoma Secretary of State retiring 30,500 shares of our 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share. Such shares of 4.125% Preferred Stock were acquired by the Company as the result of a privately negotiated exchange offer to exchange its common stock for the 30,500 shares of 4.125% Preferred Stock. The Certificate of Elimination is attached hereto as Exhibit 3.1.1.

Effective August 15, 2005, the Company filed a Certificate of Elimination with the Oklahoma Secretary of State retiring 136,820 shares of our 5% Cumulative Convertible Preferred Stock (Series 2003), par value $0.01 per share. Such shares of 5% Preferred Stock were acquired by the Company as the result of a privately negotiated exchange offer to exchange its common stock for the 136,820 shares of 5% Preferred Stock. The Certificate of Elimination is attached hereto as Exhibit 3.1.2.

Effective August 16, 2005, the Company filed a Certificate of Elimination with the Oklahoma Secretary of State retiring 11,265 shares of our 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share. Such shares of 4.125% Preferred Stock were acquired by the Company as the result of a privately negotiated exchange offer to exchange its common stock for the 11,265 shares of 4.125% Preferred Stock. The Certificate of Elimination is attached hereto as Exhibit 3.1.3.

Effective August 17, 2005, the Company filed a Certificate of Elimination with the Oklahoma Secretary of State retiring 12,558 shares of our 4.125% Cumulative Convertible Preferred Stock, par value $0.01 per share. Such shares of 4.125% Preferred Stock were acquired by the Company as the result of a privately negotiated exchange offer to exchange its common stock for the 12,558 shares of 4.125% Preferred Stock. The Certificate of Elimination is attached hereto as Exhibit 3.1.4.

Section 9 – Financial Statements and Exhibits
Item 9.01 Final Statements and Exhibits.

	(c)	Exhibits

Exhibit No.				Document Description

3.1.1			Certificate of Elimination for 4.125% Preferred Stock- 8/15/05
3.1.2			Certificate of Elimination for 5.0% Preferred Stock (Series 2003)- 8/15/05
3.1.3			Certificate of Elimination- 8/16/05
3.1.4			Certificate of Elimination- 8/17/05

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:

August 17, 2005

EXHIBIT INDEX
Exhibit No.		Document Description

3.1.1		Certificate of Elimination for 4.125% Preferred Stock- 8/15/05
3.1.2		Certificate of Elimination for 5.0% Preferred Stock (Series 2003)- 8/15/05
3.1.3		Certificate of Elimination- 8/16/05
3.1.4		Certificate of Elimination- 8/17/05

EX-3.(I) 2 chk08172005_exh311.htm CERTIF OF ELIMINATION 4.125% PREFERRED_8-15-2005

EXHIBIT 3.1.1

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 41,765 shares of its 4.125% 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 4.125% 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 4.125% Cumulative Convertible Preferred Stock by 41,765 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 41,765 shares. The retired Acquired Shares have a par value of $.01 per share and an aggregate par value of $417.65.

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 15^th day of August, 2005.

CHESAPEAKE ENERGY CORPORATION


		By:	/s/ Martha A. Burger
			Martha A. Burger
			Treasurer & Senior Vice President
			Human Resources

ATTEST:


	/s/ Jennifer M. Grigsby
	Jennifer M. Grigsby
	Secretary

EX-3.(I) 3 chk08172005_exh312.htm CERTIF OF ELIM_5.0% PREFER (SERIES 2003)_8-15-05

EXHIBIT 3.1.2

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 136,820 shares of its 5.0% Cumulative Convertible Preferred Stock (Series 2003), 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 5.0% Cumulative Convertible Preferred Stock (Series 2003) (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 5.0% Cumulative Convertible Preferred Stock (Series 2003) by 136,820 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 136,820 shares. The retired Acquired Shares have a par value of $.01 per share and an aggregate par value of $1368.20.

CHESAPEAKE ENERGY CORPORATION


		By:	/s/ Martha A. Burger
			Martha A. Burger
			Treasurer & Senior Vice President
			Human Resources

ATTEST:


	/s/ Jennifer M. Grigsby
	Jennifer M. Grigsby
	Secretary

EX-3.(I) 4 chk08172005_exh313.htm CERTIF OF ELIMINATION 4.125% PREFERRED_8-16-2005

EXHIBIT 3.1.3

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 11,265 shares of its 4.125% 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 4.125% 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 4.125% Cumulative Convertible Preferred Stock by 11,265 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 11,265 shares. The retired Acquired Shares have a par value of $.01 per share and an aggregate par value of $112.65.

CHESAPEAKE ENERGY CORPORATION


		By:	/s/ Martha A. Burger
			Martha A. Burger
			Treasurer & Senior Vice President
			Human Resources

ATTEST:


	/s/ Jennifer M. Grigsby
	Jennifer M. Grigsby
	Secretary

EX-3.(I) 5 chk08172005_exh314.htm CERTIF OF ELIMINATION 4.125% PREFERRED_8-17-2005

EXHIBIT 3.1.4

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 12,558 shares of its 4.125% 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 4.125% 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 4.125% Cumulative Convertible Preferred Stock by 12,558 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 12,558 shares. The retired Acquired Shares have a par value of $.01 per share and an aggregate par value of $125.58.

CHESAPEAKE ENERGY CORPORATION


		By:	/s/ Martha A. Burger
			Martha A. Burger
			Treasurer & Senior Vice President
			Human Resources

ATTEST:


	/s/ Jennifer M. Grigsby
	Jennifer M. Grigsby
	Secretary