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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHESAPEAKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 73-1395733
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6100 NORTH WESTERN AVENUE AUBREY K. MCCLENDON
OKLAHOMA CITY, OKLAHOMA 73118 CHIEF EXECUTIVE OFFICER
(405) 848-8000 6100 NORTH WESTERN AVENUE
- -------------------------------------------- OKLAHOMA CITY, OKLAHOMA 73118
(Address, including zip code, and telephone (405) 848-8000
number, including area code, of registrant's -------------------------------------------
principal executive offices) (Name, address, including zip code, and
telephone number, including area code, of
agent for service)
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Copy to:
THEODORE M. ELAM, ESQ. G. MICHAEL O'LEARY, ESQ.
MCAFEE & TAFT ANDREWS & KURTH
A PROFESSIONAL CORPORATION 600 TRAVIS, SUITE 4200
211 NORTH ROBINSON, SUITE 1000 HOUSTON, TEXAS 77002
OKLAHOMA CITY, OKLAHOMA 73102 (713) 220-4200
(405) 235-9621
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [X] No. 333-14973
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) FEE(2)
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Common Stock, Par Value
$0.10 per share................ 748,500 Shares(3) $67.25 $50,336,625 $15,254
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 of the Securities Act of 1933.
(2) Calculated in accordance with Rule 457.
(3) These shares are in addition to the 3,737,500 registered pursuant to
Registration Statement No. 333-14973 for which a filing fee of $76,312 has
been paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-3 (Reg. No. 333-14973) filed by Chesapeake Energy Corporation (the
"Company"), with the Securities and Exchange Commission on October 28, 1996, as
amended by Amendment No. 1 thereto filed on November 19, 1996 (the "Earlier
Registration Statement"), which was declared effective on November 19, 1996, are
incorporated herein by reference. The form of prospectus contained in the
Earlier Registration Statement will reflect the aggregate number of shares
registered in this Registration Statement and the Earlier Registration
Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma on the 19th day of
November, 1996.
CHESAPEAKE ENERGY CORPORATION
By /s/ AUBREY K. McCLENDON
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Aubrey K. McClendon, Chairman of
the Board and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 19, 1996.
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/s/ AUBREY K. McCLENDON TOM L. WARD*
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Aubrey K. McClendon, Chairman of the Board Tom L. Ward, President and Director
and Chief
Executive Officer (Principal Executive
Officer)
MARCUS C. ROWLAND* RONALD A. LEFAIVE*
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Marcus C. Rowland, Vice President -- Finance Ronald A. Lefaive, Controller (Principal
and Chief Financial Officer Accounting Officer)
(Principal Financial Officer)
E. F. HEIZER, JR.* BREENE M. KERR*
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E. F. Heizer, Jr., Director Breene M. Kerr, Director
SHANNON SELF* FREDERICK B. WHITTEMORE*
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Shannon Self, Director Frederick B. Whittemore, Director
WALTER C. WILSON*
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Walter C. Wilson, Director
*By: /s/ AUBREY K. McCLENDON
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Aubrey K. McClendon
Attorney-in-Fact for such persons pursuant
to power of attorney filed as an exhibit to
the Registration Statement on Form S-3
(333-14973) of Chesapeake Energy Corporation
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INDEX TO EXHIBITS
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NUMBER DESCRIPTION
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1* -- Form of Underwriting Agreement
5 -- Opinion of McAfee & Taft A Professional Corporation, as to the
legality of the securities being registered.
23.1 -- Consent of Price Waterhouse LLP.
23.2 -- Consent of Cooper & Lybrand L.L.P.
23.3* -- Consent of Williamson Petroleum Consultants, Inc.
23.4 -- Consent of McAfee & Taft A Professional Corporation, included as
part of Exhibit 5.
14* -- Power of Attorney
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* Incorporated by reference to the Company's Registration Statement on Form S-3,
as amended, Registration Statement No. 333-14973.
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EXHIBIT 5
LAW OFFICES
MCAFEE & TAFT
A PROFESSIONAL CORPORATION
TENTH FLOOR, TWO LEADERSHIP SQUARE
211 NORTH ROBINSON
OKLAHOMA CITY, OKLAHOMA 73102-7101
(405) 235-9621
FAX (405) 235-0439
November 19, 1996
Chesapeake Energy Corporation
6104 North Western
Oklahoma City, Oklahoma 73118
Gentlemen:
We have reviewed the Certificate of Incorporation of Chesapeake Energy
Corporation, a Delaware corporation (the "Company"), as amended, and the
Company's By-laws, as amended, the Company's Registration Statement on Form
S-3, Registration No. 333-14973, and the Company's Registration Statement on
Form S-3 to be filed pursuant to Rule 462(b) (the "Registration Statement"),
to be filed with the Securities and Exchange Commission on November 19, 1996,
relating to a proposed public offering of an additional maximum of 748,500
shares of the Company's Common Stock, par value $.10 ("Common Stock") and
have generally conducted such investigations as we have deemed appropriate to
satisfy ourselves with respect to the opinions expressed herein.
Based upon the foregoing, it is our opinion that:
1. The Company is duly incorporated and validly existing under
the laws of the State of Delaware, with full power and authority to own its
properties and to conduct its business as described in the preliminary
prospectus contained in the Registration Statement.
2. Upon the consummation of the purchase of the shares of Common
Stock by the Underwriters pursuant to the terms of the Underwriting Agreement,
a copy of which is included as Exhibit 1 to the Registration Statement, the
shares of Common Stock described in, and to be issued upon the terms contained
in, the Registration Statement will have been validly authorized, duly issued
under the Securities Act and, when issued, will be fully paid and
non-assessable.
Consent is hereby given to the inclusion of this opinion in the
Registration Statement as part of an application for registration of the Common
Stock with the Securities and Exchange Commission and with each and any state
regulatory body or commission, and to the use of our name in any prospectus in
connection therewith.
Very truly yours,
McAFEE & TAFT A PROFESSIONAL CORPORATION
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-3 of Chesapeake Energy Corporation (the
"Company"), being filed pursuant to Rule 462(b) of the Securities Act of 1933,
of (a) our report on the financial statements of the Company dated September 20,
1995, which appears in such Prospectus, and (b) our report on the financial
statements of Chesapeake Exploration Limited Partnership ("CEX") dated September
20, 1995, which appears in such Prospectus. We also consent to the incorporation
by reference in the Prospectus constituting part of this Registration Statement
on Form S-3 of (a) our report dated September 20, 1995 with respect to the
consolidated financial statements of the Company appearing on Page 29 of the
Company's Annual Report on Form 10-K for the year ended June 30, 1996, and (b)
our report dated September 20, 1995 with respect to the financial statements of
CEX appearing on page 61 of the Company's Annual Report on Form 10-K. We also
consent to the reference to us under the heading "Experts" in such prospectus.
PRICE WATERHOUSE LLP
Houston, Texas
November 15, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the inclusion in the Prospectus constituting part of
this Registration Statement on Form S-3 of Chesapeake Energy Corporation (the
"Company") being filed pursuant to Rule 462(b) of (a) our report on the
consolidated financial statements of the Company dated September 13, 1996, which
appears in such Prospectus and (b) our report on the financial statements of
Chesapeake Exploration Limited Partnership ("CEX") dated September 13, 1996,
which appears in such Prospectus. We also consent to the incorporation by
reference in the Prospectus constituting part of this Registration Statement on
Form S-3 of (a) our report on the consolidated financial statements of the
Company dated September 13, 1996 appearing on page 28 of the Company's Annual
Report on Form 10-K for the year ended June 30, 1996 and (b) our report on the
financial statements of CEX dated September 13, 1996 appearing on page 60 of the
Company's Annual Report on Form 10-K for the year ended June 30, 1996. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
COOPERS & LYBRAND L.L.P.
Oklahoma City, Oklahoma
November 15, 1996
