As filed with the Securities and Exchange Commission on September 23, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
CHESAPEAKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
_______________
Delaware 73-1395733
(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 Chairman of the Board
(405) 848-8000 6100 North Western Avenue
(Address, including zip code, Oklahoma City, Oklahoma 73118
and telephone number, (405) 848-8000
including area code, of (Name, address, including zip
registrant's principal code, and telephone number,
executive offices) including area code, of agent
for service)
Copy to:
Theodore M. Elam, Esq.
Connie S. Stamets, Esq.
McAfee & Taft
A Professional Corporation
211 North Robinson, Suite 1000
Oklahoma City, Oklahoma 73102
(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. [X]
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. [ ]
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 earli-
er 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. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of
Each Class Proposed Proposed
of Maximum Maximum Amount of
Securities Amount Offering Aggregate Registra-
to be to be Price Per Offering tion
Registered Registered(1) Unit(2) Price(2) Fee(1)(3)
- ----------- ------------- --------- --------- -----------
<S> <C> <C> <C> <C>
Common 48,600 Shares $58.625 $2,849,175 $983.00
Stock, Par
Value $0.10
per share
</TABLE>
(1) An earlier registration statement on Form S-3 (No. 333-040207)
relating to the same offering registered 587,000 shares
(880,500 shares, after adjustment to give effect to a 3-for-2
stock split in June 1996). A filing fee of $13,486 was paid
with respect to such shares.
(2) Estimated solely for the purpose of calculating the registra-
tion fee pursuant to Rule 457 of the Securities Act of 1933.
(3) Calculated in accordance with Rule 457(c) of the Securities
Act of 1933, based on the average of the high and low prices
reported in the consolidated reporting system on September 19,
1996.
_________________________
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.
This Registration Statement is filed pursuant to Rule 429
under the Securities Act of 1933. The prospectus contained herein
also relates to the registrant's registration statement on Form S-3
(No. 333-040207), which was declared effective on May 22, 1996.
See note 1 to fee table above.
<PAGE>
CHESAPEAKE ENERGY CORPORATION
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
(405) 848-8000
PROSPECTUS
This Prospectus covers the resale of 929,100 shares ("Shares") of
common stock, par value $0.10 per share ("Common Stock"), of
Chesapeake Energy Corporation (the "Company") from time to time on
the New York Stock Exchange, in the over-the-counter market, in
negotiated transactions or through other means. Sales may be
effected at market prices prevailing at the time of sale or at such
other prices as may be negotiated. In any transaction, a Selling
Shareholder may be deemed an "underwriter" as defined in the
Securities Act of 1933, as amended. The Company will receive no
part of the proceeds of any such resales. Certain expenses to be
incurred in connection with this offering of the Shares, estimated
to be $20,000, will be paid by the Company.
The Common Stock is traded on the New York Stock Exchange ("NYSE")
under the symbol "CHK". On September 19, 1996, the reported
closing sales price of the Common Stock on the NYSE was $58 5/8 per
share.
No person has been authorized in connection with this offering to
give any information or to make any representations, other than as
contained or incorporated by reference in this Prospectus, and, if
given or made, such information or representations must not be
relied upon. This Prospectus is not an offer or solicitation in
any jurisdiction to any person to whom such offer may not lawfully
be made. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company since
the date hereof.
See "Risk Factors" beginning on page 5 for a discussion of
certain factors that should be considered by prospective investors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is _________, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Commission Registration State-
ments on Form S-3 (collectively, the "Registration Statement,"
which term shall include all amendments, exhibits, annexes and
schedules thereto) pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations
promulgated thereunder, covering the Common Stock being offered
hereby. This Prospectus does not contain all the information set
forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the
Commission and to which reference is hereby made. Statements made
or incorporated by reference in this Prospectus as to the contents
of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract,
agreement or other document filed or incorporated by reference as
an exhibit to the Registration Statement, reference is made to the
exhibit, and each such statement shall be deemed qualified in its
entirety by such reference.
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements
and other information with the Commission. Such reports, proxy
statements and other information filed by the Company can be
inspected and copied at the public reference facilities maintained
by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549; and at the following regional offices of the Commission: 7
World Trade Center, Suite 1300, New York, New York 10048; and 500
West Madison Street, Chicago, Illinois 60661. Copies of such
material can also be obtained from the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, at prescribed rates. The Company's Common
Stock is listed for trading on the New York Stock Exchange. The
Company's reports, proxy statements and other information
concerning the Company can be inspected and copied at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1995, its Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1995, December 31, 1995, and March 31,
1996, the Company's Current Reports on Form 8-K dated August 24,
1995, and April 30, July 1, July 26, August 29, and September 4,
1996, the description of the Company's Common Stock contained in
the Company's registration statement on Form 8-A, dated April 13,
1995 in each case, if applicable, as amended, and all documents
subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering
described herein shall be deemed to be incorporated in this
Prospectus and to be a part hereof from the date of the filing of
such document. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this Prospectus or in any
other subsequently filed document which is also incorporated or
deemed to be incorporated by reference modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of the Registration Statement or this Prospectus. The Company will
provide without charge to each person to whom this Prospectus is
delivered, upon written or oral request of such person, a copy
(without exhibits unless such exhibits are specifically incorpo-
rated by reference into such document) of any or all documents
incorporated by reference in this Prospectus. Requests for such
copies should be directed to Marcus C. Rowland, Vice President-
Finance and Chief Financial Officer, Chesapeake Energy Corporation,
6100 North Western Avenue, Oklahoma City, Oklahoma 73118, by mail,
and if by telephone (405) 848-8000.
SUMMARY
The Company
Chesapeake Energy Corporation is an independent energy company
which utilizes advanced drilling and completion technologies to
explore for and produce oil and natural gas. The Company ranks
among the five most active drillers of all new wells in the United
States.
The Company's executive offices are located at 6100 North
Western Avenue, Oklahoma City, Oklahoma 73118 and its telephone
number is (405) 848-8000.
Reasons for Registration of Shares
In May 1992, Chesapeake Investments, an Oklahoma Limited
Partnership ("CI"), in which Aubrey K. McClendon, Chairman of the
Board, a director and principal shareholder of the Company, is the
sole general partner and his wife is the sole limited partner, and
TLW Investments, Inc. ("TLW"), an Oklahoma corporation, of which
Tom L. Ward, President, a director and principal shareholder of
the Company, is the sole shareholder and chief executive officer,
borrowed $2.9 million from a group of lenders. The proceeds of
such borrowing were paid to the Company to satisfy joint interest
billings owed by CI and TLW. This loan was repaid in 1993.
As part of the lending transaction, CI and TLW granted the
lenders options to purchase 1,409,400 shares of Common Stock owned
by CI and TLW ("Lender Options"), and the Company agreed that, upon
request by the lenders following consummation of the Company's
initial public offering, the Company would register shares of Com-
mon Stock acquired by the lenders upon exercise of Lender Options
pursuant to the Securities Act. Beginning in August 1995, CI and
TLW repurchased Lender Options to purchase 480,300 shares of Common
Stock, and the remaining Lender Options have been exercised. Under
the terms of the registration agreement, the Company agreed to pay
legal and accounting expenses, and the lenders agreed to pay all
remaining expenses, incurred in connection with the registration of
the Shares. The lenders or their respective assignees who
currently hold shares of Common Stock acquired upon exercise of
Lender Options have requested registration of the shares.
RISK FACTORS
In addition to the other information set forth elsewhere or
incorporated by reference in this Prospectus, the following factors
relating to the Company and the Shares offered hereby should be
considered when evaluating an investment in the Common Stock
offered hereby.
Need to Replace Reserves
As is customary in the oil and gas exploration and production
industry, the Company's future success depends upon its ability to
find, develop or acquire additional oil and gas reserves that are
economically recoverable. Unless the Company successfully replaces
the reserves that it produces (through successful development,
exploration or acquisition), the Company's proved reserves will
decline. Further, 40% of the Company's proved reserves at June 30,
1996 were located in the prolific Austin Chalk trend in the
Giddings Field in Texas, where wells are characterized by
relatively rapid decline rates. Approximately 60% of the Company's
total proved reserves at June 30, 1996 were undeveloped. Recovery
of such reserves will require significant capital expenditures and
successful drilling operations. There can be no assurance that the
Company will continue to be successful in its effort to develop or
replace its proved reserves.
In addition to the development of its existing proved
reserves, the Company expects that its inventory of unproven
drilling locations will be the primary source of new reserves,
production and cash flow over the next few years. The Louisiana
Trend, in particular, is a key element of the existing inventory.
While early drilling in the Masters Creek area of the Louisiana
Trend by the Company and others has been encouraging, at June 30,
1996 the Company had initiated oil and natural gas sales from only
one well in this area and there can be no assurance that the
Louisiana Trend will yield substantial economic returns. Failure
of the Louisiana Trend to yield significant quantities of
economically attractive reserves and production could have a
material adverse impact on the Company's future financial condition
and results of operations. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."
Substantial Indebtedness
At June 30, 1996, the Company and its subsidiaries had $275
million of indebtedness, including current maturities of long-term
indebtedness, and stockholders' equity of $178 million. The
Company may incur additional indebtedness under its $125 million
revolving credit facility with Union Bank (the "Revolving Credit
Facility").
This level of indebtedness will have important consequences to
holders of the Common Stock, including the following: (i) the
ability of the Company to obtain additional financing in the future
for working capital, acquisitions, capital expenditures and other
general corporate purposes may be impaired; (ii) a substantial
portion of the Company's cash flow from operations will be required
to be dedicated to the payment of the Company's interest expense
and principal repayment obligations; (iii) the Company is more
highly leveraged than many of its competitors, which may place it
at a competitive disadvantage; and (iv) the Company's degree of
leverage may make it more vulnerable to a downturn in its business
or the economy generally. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."
Substantial Capital Requirements
The Company has made and intends to make substantial capital
expenditures in connection with the exploration and production of
its oil and gas properties. During fiscal 1996, Chesapeake's
capital expenditures totaled $173 million for drilling and
completion activities and $163 million for acquisition costs. Its
present capital expenditure budget for fiscal 1997 is $235 million
for drilling and completion activities, $10 million for seismic
programs, $42 million for acreage acquisition and $13 million for
other corporate purposes. The Company's present intention is to
fund these capital expenditures through a combination of cash flow
from operations, cash on hand, and existing credit facilities.
Future cash flows and the availability of credit are subject to a
number of variables, such as the level of production from existing
wells, prices of oil and gas and the Company's success in locating
and producing new reserves. If revenue were to decrease as a
result of lower oil and gas prices, decreased production or
otherwise, and the Company had no availability under the Revolving
Credit Facility, the Company could have limited ability to replace
its reserves or to maintain production at current levels, resulting
in a decrease in production and revenue over time. If the
Company's cash flow from operations and availability under its
Revolving Credit Facility are not sufficient to satisfy its capital
expenditure budget, there can be no assurance that additional debt
or equity financing will be available to meet these requirements.
Restrictions Imposed by Lenders
The instruments governing the indebtedness of the Company and
its subsidiaries impose significant operating and financial
restrictions on the Company. The terms of the indentures (the
"Indentures") for its outstanding Senior Notes (consisting of 9
1/8% Senior Notes due 2006 (the "9 1/8% Notes"), 10 1/2% Senior
Notes due 2002 (the "10 1/2% Notes") and 12% Senior Notes due 2001
(the "12% Notes"), referred to collectively herein as the "Senior
Notes") and the Company's bank credit facilities affect, and in
many respects significantly limit or prohibit, among other things,
the ability of the Company to incur additional indebtedness, pay
dividends, repay indebtedness prior to its stated maturity, sell
assets or engage in mergers or acquisitions. These restrictions
could also limit the ability of the Company to effect future
financing, make needed capital expenditures, withstand a future
downturn in the Company's business or the economy in general, or
otherwise conduct necessary corporate activities. A failure by the
Company to comply with these restrictions could lead to a default
under the terms of such indebtedness. In the event of default, the
holders of such indebtedness could elect to declare all of the
funds borrowed pursuant thereto to be due and payable together with
accrued and unpaid interest. In such event, there can be no
assurance that the Company would be able to make such payments or
borrow sufficient funds from alternative sources to make any such
payment. Even if additional financing could be obtained, there can
be no assurance that it would be on terms that are favorable or
acceptable to the Company. In addition, the Company's indebtedness
under its credit agreements is secured by a substantial portion of
the assets of the Company and its subsidiaries. The pledge of such
collateral to existing lenders could impair the Company's ability
to obtain favorable financing. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."
Repurchase of Notes upon a Change of Control and Other Events
The Company must offer to purchase the Senior Notes upon the
occurrence of certain events. In the event of a Change of Control
(as defined in the Indentures), the Company must offer to purchase
all Senior Notes then outstanding at a purchase price equal to 101%
of the principal amount thereof, plus accrued and unpaid interest
to the date of purchase. To the extent that the Company's adjusted
consolidated net tangible assets are less than 125% of its
indebtedness for any two consecutive calendar quarters, the Company
will be required to make an offer to purchase up to 10% of the
principal amount of the 12% Notes and, under certain circumstances,
the 10 1/2% Notes, at 100% of the principal amount thereof, plus
accrued and unpaid interest to the date of purchase (a "Deficiency
Offer"). In the event of certain asset dispositions, the Company
will be required under certain circumstances to use any of the
excess proceeds to offer to purchase the Senior Notes at 100% of
the principal amount thereof, plus accrued and unpaid interest to
the date of purchase (a "Net Proceeds Offer").
The events that constitute a Change of Control or require a
Net Proceeds Offer or a Deficiency Offer may also constitute or
cause events of default under the Indentures, the Revolving Credit
Facility or other senior indebtedness of the Company and its
subsidiaries. Such events may permit the lenders under such debt
instruments to accelerate the debt and, if the debt is not paid, to
enforce security interests on substantially all the assets of the
Company and its subsidiaries. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."
Price Fluctuations
The Company's revenue, profitability and future rate of growth
are substantially dependent upon prevailing prices for oil, gas and
natural gas liquids, which are dependent upon numerous factors such
as weather, economic, political and regulatory developments and
competition from other sources of energy. The Company is affected
more by fluctuations in natural gas prices than oil prices, because
a majority of its production (86% in fiscal 1996 on a gas
equivalent basis) is natural gas. The volatile nature of the
energy markets and the unpredictability of actions of OPEC members
make it particularly difficult to estimate future prices of oil,
gas and natural gas liquids. Prices of oil, gas and natural gas
liquids are subject to wide fluctuations in response to relatively
minor changes in circumstances, and there can be no assurance that
future prolonged decreases in such prices will not occur. All of
these factors are beyond the control of the Company. Any
significant decline in oil and gas prices could have a material
adverse effect on the Company's operations, financial condition and
level of expenditures for the development of its oil and gas
reserves, and may result in violations of certain covenants
contained in the Company's credit agreements. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
Writedowns of Carrying Values
The Company periodically reviews the carrying value of its oil
and gas properties under the full cost accounting rules of the
Securities and Exchange Commission (the "Commission"). Under these
rules, capitalized costs of oil and natural gas properties may not
exceed the present value of estimated future net revenues from
proved reserves, discounted at 10%, plus the lower of cost or fair
market value of unproved properties. Application of this "ceiling"
test generally requires pricing future revenue at the unescalated
prices in effect as of the end of each fiscal quarter and requires
a writedown for accounting purposes if the ceiling is exceeded,
even if prices declined for only a short period of time, and even
if prices increase in subsequent periods. The risk that the
Company will be required to write down the carrying value of its
oil and natural gas properties increases when oil and natural gas
prices are depressed or decline substantially. If a writedown is
required, it would result in a one-time charge to earnings, but
would not impact cash flow from operating activities.
Uncertainty of Estimates of Oil and Gas Reserves
There are numerous uncertainties inherent in estimating
quantities of proved oil and gas reserves, including many factors
beyond the control of the Company. Any estimates of the Company's
proved oil and gas reserves and the estimated future net revenue
therefrom rely upon various assumptions, including assumptions
required by the Commission as to constant oil and gas prices,
drilling and operating expenses, capital expenditures, taxes and
availability of funds. The process of estimating oil and gas
reserves is complex, requiring significant decisions and
assumptions in the evaluation of available geological, geophysical,
engineering and economic data for each reservoir. As a result such
estimates are inherently imprecise. Actual future production,
revenue, taxes, development expenditures, operating expenses and
quantities of recoverable oil and gas reserves may vary
substantially from those estimated by the Company. Any significant
variance in these assumptions could materially affect the estimated
quantity and value of reserves. In addition, the Company's
reserves may be subject to downward or upward revision, based upon
production history, results of future exploration and development,
prevailing oil and gas prices and other factors, many of which are
beyond the Company's control.
Drilling and Operating Risks
Oil and gas drilling activities are subject to numerous risks,
many of which are beyond the Company's control. The Company's
operations may be curtailed, delayed or canceled as a result of
title problems, weather conditions, compliance with governmental
requirements, mechanical difficulties and shortages or delays in
the delivery of equipment. In addition, the Company's properties
may be susceptible to hydrocarbon drainage from production by other
operators on adjacent properties. Industry operating risks include
the risk of fire, explosions, blow-outs, pipe failure, abnormally
pressured formations and environmental hazards such as oil spills,
gas leaks, ruptures or discharges of toxic gases, the occurrence of
any of which could result in substantial losses to the Company due
to injury or loss of life, severe damage to or destruction of
property, natural resources and equipment, pollution or other
environmental damage, clean-up responsibilities, regulatory
investigation and penalties and suspension of operations.
The Company has been among the most active drillers of
horizontal wells and expects to drill a significant number of deep
horizontal wells in the future. The Company's horizontal drilling
activities involve greater risk of mechanical problems than
conventional vertical drilling operations. In some cases, the
locations will require wells to be drilled to greater depths, which
may involve more complex drilling than wells drilled to date.
These wells may be significantly more expensive to drill than those
drilled to date.
In accordance with customary industry practice, the Company
maintains insurance against some, but not all, of the risks
described above. There can be no assurance that any insurance will
be adequate to cover losses or liabilities. The Company cannot
predict the continued availability of insurance, or its
availability at premium levels that justify its purchase.
Competition
The Company operates in a highly competitive environment. The
Company competes with major and independent oil and gas companies
for the acquisition of desirable oil and gas properties, as well as
for the equipment and labor required to develop and operate such
properties. Many of these competitors have financial and other
resources substantially greater than those of the Company.
Reliance on Key Personnel; Conflicts of Interest
The Company is dependent upon its Chief Executive Officer,
Aubrey K. McClendon, and its Chief Operating Officer, Tom L. Ward.
The unexpected loss of the services of either of these executive
officers could have a detrimental effect on the Company. The
Company maintains $20 million key man life insurance policies on
the life of each of Messrs. McClendon and Ward.
Messrs. McClendon and Ward, together with another executive
officer of the Company, have rights to, and do, participate in
wells drilled by the Company. Such participation may create
interests which conflict with those of the Company.
Control by Certain Stockholders
At August 31, 1996, Messrs. Aubrey K. McClendon, Tom L. Ward,
the Aubrey K. McClendon Children's Trust and the Tom L. Ward
Children's Trust beneficially owned an aggregate of 11,081,350
shares (excluding outstanding options) representing approximately
37% of the outstanding Common Stock. Other members of the
Company's Board of Directors and senior management beneficially
owned an aggregate of 872,683 shares (excluding outstanding
options) which, together with the shares beneficially owned by
Messrs. McClendon and Ward and their respective children's trusts,
represented approximately 40% of the Company's outstanding Common
Stock. As a result, Messrs. McClendon and Ward, together with
other members of the Company's Board of Directors and senior
management, are in a position to effectively control the Company
through their ability to significantly influence matters requiring
the vote or consent of the Company's stockholders.
Governmental Regulation
Oil and gas operations are subject to various federal, state
and local governmental regulations which may be changed from time
to time in response to economic or political conditions. From time
to time, regulatory agencies have imposed price controls and
limitations on production in order to conserve supplies of oil and
gas. In addition, the production, handling, storage, transporta-
tion and disposal of oil and gas, by-products thereof and other
substances and materials produced or used in connection with oil
and gas operations are subject to regulation under federal, state
and local laws and regulations primarily relating to protection of
human health and the environment. To date, expenditures related to
complying with these laws and for remediation of existing environ-
mental contamination have not been significant in relation to the
results of operations of the Company. There can be no assurance
that the trend of more expansive and stricter environmental
legislation and regulations will not continue.
Dividend Rights and Restrictions on Payment of Dividends
Holders of Common Stock will be entitled to receive dividends
when, as and if declared by the Board of Directors of the Company
out of funds legally available therefor. The Indentures and
certain of the Company's other credit agreements restrict the
payment of dividends to the holders of the Company's capital stock,
including the Common Stock. As described under "Price Range of
Common Stock and Dividend Policy," the Company's current policy is
to retain its earnings to support its business. The determination
of the amount of future cash dividends, if any, to be declared and
paid is in the sole discretion of the Company's Board of Directors
and will depend on the Company's financial condition, earnings and
funds from operations, the level of its capital and exploration
expenditures, dividend restrictions in its financing agreements,
its future business prospects and other matters as the Company's
Board of Directors deems relevant. The amount permitted under the
Company's credit agreements and the Indentures to be used to pay
dividends will vary over time depending on, among other things, the
Company's earnings and any future issuances of capital stock.
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
Since April 28, 1995 the Company's Common Stock has traded on
the NYSE under the symbol "CHK." The table below sets forth the
high and low sales prices for the Company's Common Stock on the
NYSE since April 28, 1995 and, during the prior periods indicated,
on the Nasdaq National Market. The prices reflected below have
been adjusted to reflect the stock splits effected in December
1994, December 1995 and June 1996. The reported last sale price of
the Common Stock on the NYSE on September 19, 1996 was $ 58 5/8.
<TABLE>
<CAPTION>
Price Range
of Common Stock
------------------
High Low
------- -------
<S> <C> <C>
Fiscal Year Ended June 30, 1995:
1st Quarter $ 4.89 $ 1.78
2nd Quarter 7.67 4.28
3rd Quarter 9.67 4.44
4th Quarter 13.39 9.33
Fiscal Year Ended June 30, 1996:
1st Quarter $14.55 $ 9.06
2nd Quarter 22.17 12.40
3rd Quarter 32.00 21.33
4th Quarter 60.75 31.00
Fiscal Year Ending June 30, 1997:
1st Quarter (through September 19, 1996) $70.25 $41.50
</TABLE>
The Company has never paid cash dividends on its Common Stock.
The Company's policy is to retain its earnings to support the
growth of the Company's business. The Board of Directors of the
Company does not intend to pay cash dividends on the Company's
Common Stock for the foreseeable future. In addition, the
Indentures and other agreements with the Company's lenders contain
certain restrictions on the Company's ability to declare and pay
dividends. The payment of future cash dividends, if any, will be
reviewed periodically by the Board of Directors and will depend
upon, among other things, the Company's financial condition, funds
from operations, the level of its capital and development
expenditures, its future business prospects and any restrictions
imposed by the Company's present or future credit facilities.
SELLING SHAREHOLDERS
Each of the Selling Shareholders named below is the beneficial
owner of the shares of Common Stock set opposite its/his name.
<TABLE>
<CAPTION>
Shares
Beneficially
Owned as of Number of Shares
Selling August 31, to be Offered for
Shareholder Address 1996 Owner's Account
- ------------- -------------- ------------ -----------------
<S> <C> <C> <C>
John J. Mack c/o Morgan 172,250(1) 172,250(1)
Stanley Group,
Inc.
1585 Broadway
New York, NY
10036
Edgar F. Heizer, 261 Bluff's Edge 513,450(3) 340,200
Jr.(2) Drive
Lake Forest, IL
60045
L. C. Lookabaugh 2204 Alderham 30,000 30,000
Company Oklahoma City, OK
73170
Frank Gerber Route 2 12,150 12,150
Merrill Purcell, OK 73080
Robert E. Braver 3512 S.E. 15th 12,150 12,150
Edmond, OK 73013
Belle Isle 2600 N.W. 55th 60,750 60,750
Community Church Place
Oklahoma City, OK
73112
Frederick B. c/o Morgan 420,750(3) 243,000
Whittemore(2) Stanley Group,
Inc.
1251 Avenue of
the Americas
New York, NY
10020
Belco Energy Corp. c/o Alan Berlin 48,600 48,600
Crown Funding
2 Gannett Drive
White Plains, NY
10604
</TABLE>
(1) Previously sold 10,000 shares pursuant to this Prospectus.
(2) Messrs. Heizer and Whittemore are directors of the Company.
(3) Includes 173,250 shares of Common Stock subject to currently
exercisable stock options granted by the Company.
PLAN OF DISTRIBUTION
A Selling Shareholder may sell the Shares through under-
writers, dealers or agents, or directly to a limited number of
purchasers or to a single purchaser. A Prospectus Supplement with
respect to the Shares offered thereby will set forth the terms of
the offering of such Shares, including the name or names of any
underwriters, dealers or agents, the purchase price of such Shares
and the proceeds to the Selling Shareholders from such sale, any
underwriting discounts and other items constituting underwriters'
compensation, the public offering price and any discounts or
concessions allowed or reallowed or paid to dealers. The public
offering price and any discounts or concessions allowed or
reallowed or paid to dealers may be changed from time to time.
If underwriters are involved in the sale, the Shares will be
acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. The underwriter or
underwriters with respect to a particular underwritten offering of
Shares will be named in the Prospectus Supplement relating to such
offering and, if an underwriting syndicate is used, the managing
underwriter or underwriters will be set forth on the cover page of
such Prospectus Supplement. Unless otherwise set forth in such
Prospectus Supplement, the obligations of the underwriters to
purchase the Shares will be subject to certain conditions
precedent, and the underwriters will be obligated to purchase all
such Shares if any are purchased.
Shares may be sold directly by a Selling Shareholder or
through agents designated by the Selling Shareholder from time to
time. Any such agent, who may be deemed to be an underwriter as
the term is defined in the Securities Act, involved in the offer or
sale of any of the Shares will be named, and any commissions
payable by the Selling Shareholder to such agent will be set forth,
in the Prospectus Supplement relating to such offer or sale.
Unless otherwise indicated in such Prospectus Supplement, any such
agent will be acting on a best efforts basis for the period of its
appointment.
If sold through agents, the Shares offered hereby may be sold
from time to time through such agents, by means of (i) ordinary
brokers' transactions, (ii) block transactions (which may involve
crosses) in accordance with the rules of the NYSE, in which such
agent may attempt to sell the Shares as agent but may position and
resell all or a portion of the blocks as principal, (iii) "fixed
price offerings" off the floor of the NYSE or "exchange
distributions" and "special offerings" in accordance with the rules
of the NYSE or (iv) a combination of any such methods of sale, in
each case at market prices prevailing at the time of sale in the
case of transactions on the NYSE and at negotiated prices related
to prevailing market prices in the case of transactions off the
floor of the NYSE. In connection therewith, distributors' and
sellers' commissions may be paid or allowed that will not exceed
those customary in the types of transactions involved. If an agent
purchases Shares as principal, such stock may be resold by any of
the methods of sale described above.
From time to time an agent may conduct a "fixed price
offering" of Shares covered by this Prospectus off the floor of the
NYSE. In such case, such agent would purchase a block of the
Shares from a Selling Shareholder and would form a group of
selected dealers to participate in the resale of such Shares. Any
such offering would be described in a Prospectus Supplement setting
forth the terms of the offering and the number of the Shares being
offered. It is also possible that an agent may conduct from time
to time "special offerings" or "exchange distributions" in
accordance with the rules of the NYSE. Any such offering or
distribution would be described in a Prospectus Supplement at the
time thereof.
If a dealer is used in the sale of the Shares, a Selling
Shareholder would sell such Shares to the dealer, as principal.
The dealer may then resell such Shares to the public at varying
prices to be determined by such dealer at the time of resale. The
name of any dealer involved in a particular offering of Shares and
any discounts or concessions allowed or reallowed or paid to the
dealer will be set forth in the Prospectus Supplement relating to
such offering.
Subject to certain conditions, the Company and each Selling
Shareholder may agree to indemnify the several underwriters, agents
or dealers and their controlling persons against certain civil
liabilities, including certain liabilities under the Securities
Act, or to have the Company and each Selling Shareholder contribute
to payments any such person may be required to make in respect
hereof. Agents, underwriters and dealers may engage in
transactions with or perform services for the Company and any
Selling Shareholder in the ordinary course of business.
LEGAL MATTERS
The validity of the shares of Common Stock offered by the
Selling Shareholders has been passed upon by McAfee & Taft A
Professional Corporation, Oklahoma City, Oklahoma.
EXPERTS
The consolidated financial statements of the Company as of
June 30, 1994 and 1995 and for each of the three years in the
period ended June 30, 1995 and the financial statements of
Chesapeake Exploration Limited Partnership as of and for the same
dates and periods, incorporated in this Prospectus by reference to
the Annual Report on Form 10-K for the year ended June 30, 1995,
have been so incorporated in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The statement of revenues and direct operating expenses of the
Amerada Hess Properties, as defined in note 1 thereto, for the year
ended June 30, 1995, incorporated by reference in this Prospectus,
has been so incorporated by reference in reliance on the report of
Coopers & Lybrand L.L.P., independent accountants, given on the
authority of said firm as experts in auditing and accounting.
Certain estimates of oil and gas reserves incorporated herein
by reference were based upon engineering studies prepared by
Williamson Petroleum Consultants, Inc., independent petroleum
engineers. Such estimates are incorporated by reference herein in
reliance on the authority of such firm as experts in such matters.
<PAGE>
BACK COVER - LEFT SIDE
No dealer, salesperson or other person
has been authorized to give any infor-
mation or to make any representations
other than those contained in or
incorporated by reference in this Pro-
spectus in connection with the offer
made by this Prospectus and, if given
or made, such information or represen-
tations must not be relied upon as
having been authorized by the Company.
Neither the delivery of this Prospectus
nor any sale made hereunder shall,
under any circumstances, create any
implication that there has been no
change in the affairs of the Company
since the date hereof. This Prospectus
does not constitute an offer or
solicitation by anyone in any
jurisdiction in which such offer or
solicitation is not authorized or in
which the person making such offer is
not qualified to do so or to any person
to whom it is unlawful to make such
solicitation.
__________________
TABLE OF CONTENTS
Page
----
Available Information. . . .. . . . . . .2
Incorporation of Certain
Documents by Reference. . . . . . . . .2
Summary. . . . . . . . . . . . . . . . .4
Risk Factors . . . . . . . . . . . . . .5
Price Range of Common Stock
and Dividend Policy . . . . . . . . . 11
Selling Shareholders . . . . . . . . . 12
Plan of Distribution . . . . . . . . . 14
Legal Matters . . . . . . . . . . . . . 15
Experts . . . . . . . . . . . . . . . . 15
BACK COVER - RIGHT SIDE
929,100 Shares
CHESAPEAKE ENERGY CORPORATION
Common Stock
______________________
PROSPECTUS
______________________
_____________, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an itemization of the costs expected
to be incurred in connection with the offer and sale of the
securities registered hereby and by the Registrant's registration
statement on Form S-3 (No. 333-040207). With the exception of the
Securities Act fees, all amounts are estimates.
Securities Act Registration Fee. . . . . . . . . . $14,469*
Legal Fees and Expenses. . . . . . . . . . . . . . 15,000
Accounting Fees and Expenses . . . . . . . . . . . 5,000
Miscellaneous. . . . . . . . . . . . . . . . . . . 5,000*
-------
Total. . . . . . . . . . . . . . . . . . $39,469
_______________
* To be paid by the Selling Shareholders.
Item 15. Indemnification of Directors and Officers.
The General Corporation Law of Delaware, under which the
Registrant is incorporated, permits indemnification against
expenses, including attorneys' fees, actually and reasonably
incurred by such persons in connection with the defense of any
action, suit or proceeding in which such a person is a party by
reason of his being or having been a director, employee or agent of
the Registrant, or of any corporation, partnership, joint venture,
trust or other enterprise in which he served as such at the request
of the Registrant, provided that he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful, and provided further (if the threatened,
pending or completed action or suit is by or in the right of the
corporation) that he shall not have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation (unless the court determines that indemnity would
nevertheless be proper under the circumstances). Article VIII of
the Registrant's Certificate of Incorporation provides for
indemnification of the Registrant's directors and officers. The
Delaware General Corporation Law also permits the Registrant to
purchase and maintain insurance on behalf of the Registrant's
directors and officers against any liability arising out of their
status as such, whether or not Registrant would have the power to
indemnify them against such liability. These provisions may be
sufficiently broad to indemnify such persons for liabilities
arising under the Securities Act of 1933 (the "Securities Act").
The Registrant has entered into indemnity agreements with
each of its directors and executive officers. Under each indemnity
agreement, the Registrant will pay on behalf of the indemnitee, and
his executors, administrators and heirs, any amount which he is or
becomes legally obligated to pay because of (i) any claim or claims
from time to time threatened or made against him by any person
because of any act or omission or neglect or breach of duty,
including any actual or alleged error or misstatement or misleading
statement, which he commits or suffers while acting in his capacity
as a director and/or officer of the Registrant or an affiliate or
(ii) being a party, or being threatened to be made a party, to any
threatened, pending or contemplated action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was an officer, director, employee or
agent of the Registrant or an affiliate or is or was serving at the
request of the Registrant as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise. The payments which the Registrant will be obligated to
make thereunder shall include, inter alia, damages, charges,
judgments, fines, penalties, settlements and costs, cost of
investigation and cost of defense of legal, equitable or criminal
actions, claims or proceedings and appeals therefrom, and costs of
attachment, supersedeas, bail, surety or other bonds. The
Registrant also provides liability insurance for each of its
directors and executive officers.
Item 16. Exhibits.
The following exhibits are filed herewith:
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
5 Opinion of McAfee & Taft A Professional Corporation re
legality and consent.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Williamson Petroleum Consultants, Inc.
23.3 Consent of McAfee & Taft A Professional Corporation,
included as part of Exhibit 5.
23.4 Consent of Coopers & Lybrand L.L.P.
24 Power of attorney
</TABLE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change from the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) of this
section do not apply if the registration statement is on Form
S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described under Item 15, or otherwise, the Registrant has been ad-
vised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is as-
serted by such director, officer or controlling person in connec-
tion with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate juris-
diction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
<PAGE>
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
September, 1996.
CHESAPEAKE ENERGY CORPORATION
By AUBREY K. MCCLENDON
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 September 19, 1996.
AUBREY K. MCCLENDON TOM L. WARD
Aubrey K. McClendon, Chairman Tom L. Ward, President and
of the Board and Chief Director
Executive Officer (Principal
Executive Officer)
MARCUS C. ROWLAND RONALD A. LEFAIVE
Marcus C. Rowland, Vice Ronald A. Lefaive, Controller
President - Finance and Chief (Principal Accounting Officer)
Financial Officer (Principal
Financial Officer)
BREENE M. KERR
E. F. Heizer, Jr., Director Breene M. Kerr, Director
SHANNON SELF FREDERICK B. WHITTEMORE
Shannon Self, Director Frederick B. Whittemore, Director
WALTER C. WILSON
Walter C. Wilson, Director
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit Description Method of Filing
- ----------- ------------------- ----------------
<S> <C> <C>
5 Opinion of McAfee & Taft Filed herewith electronically
A Professional Corporation
re legality and consent
23.1 Consent of Price Waterhouse Filed herewith electronically
LLP
23.2 Consent of Williamson Filed herewith electronically
Petroleum Consultants, Inc.
23.3 Consent of McAfee & Taft Filed herewith electronically
A Professional Corporation,
included as part of Exhibit 5
23.4 Consent of Coopers & Lybrand Filed herewith electronically
LLP
24 Power of attorney Filed herewith electronically
</TABLE>
September 20, 1996
Chesapeake Energy Corporation
6100 North Western
Oklahoma City, Oklahoma 73118
Re: Registration Statement on Form
S-3
Ladies and Gentlemen:
We have examined the Registration Statement to be filed
with the Securities and Exchange Commission by Chesapeake Energy
Corporation (the "Company") with respect to resales of shares (the
"Shares") of common stock, par value $.10 per share (the "Common
Stock") by the selling shareholders named therein. We have also
examined certain corporate records of the Company and have made
such other investigations as we have deemed appropriate in order to
render the opinions expressed herein.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of Delaware; and
2. The Shares have been validly issued and are fully
paid and nonassessable.
We hereby consent to the inclusion of this opinion as an
exhibit to the Registration Statement and to the reference to our
firm under the caption "Legal Matters" in the Prospectus which is
a part of the Registration Statement.
Very truly yours,
McAFEE & TAFT A PROFESSIONAL CORPORATION
McAFEE & TAFT A Professional
Corporation
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form
S-3 of our report dated September 20, 1995 with respect to the
consolidated financial statements of Chesapeake Energy Corporation
for the three years ended June 30, 1995 appearing on page 27 of
Chesapeake Energy Corporation's Annual Report on Form 10-K for the
year ended June 30, 1995. We also consent to the incorporation by
reference of our report dated September 20, 1995 with respect to
the financial statements of Chesapeake Exploration Limited
Partnership for the three years ended June 30, 1995 appearing on
page 58 of such Annual Report on Form 10-K. We also consent to the
reference to us under the heading "Experts" in such prospectus.
PRICE WATERHOUSE LLP
Price Waterhouse LLP
Houston, Texas
September 17, 1996
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
As independent petroleum engineers, Williamson Petroleum
Consultants, Inc. (Williamson) hereby consents to the use by
Chesapeake Energy Corporation of our report entitled "Revised
Report of the Evaluation of Oil and Gas Reserves to the Interests
of Chesapeake Energy Corporation in Certain Properties in Oklahoma
and Texas, Effective June 30, 1995, for Disclosure to the
Securities and Exchange Commission, Williamson Project 5.8298"
dated October 11, 1995 and to the references to our firm included
in or made part of this Registration Statement on Form S-3 of
Chesapeake Energy Corporation to be filed with the Securities and
Exchange Commission on or about September 18, 1996.
WILLIAMSON PETROLEUM CONSULTANTS,
INC.
Williamson Petroleum Consultants,
Inc.
Houston, Texas
September 17, 1996
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Chesapeake Energy Corporation on Form S-3 (File No.
333-) of our report dated July 9, 1996, on our audit of the
statement of revenues and direct operating expenses of the Amerada
Hess Properties, as defined in Note 1, for the year ended June 30,
1995, which report is included in Form 8-K/A dated April 30, 1996.
We also consent to the reference to our firm under the caption
"Experts".
COOPERS & LYBRAND L.L.P.
Coopers & Lybrand L.L.P.
Oklahoma City
September 17, 1996
POWER OF ATTORNEY
We, the undersigned officers and directors of Chesapeake
Energy Corporation (hereinafter, the "Company"), hereby severally
constitute Aubrey K. McClendon, Tom L. Ward and Marcus C. Rowland,
and each of them, severally, our true and lawful attorneys in fact
with full power to them and each of them to sign for us, and in our
names as officers or directors, or both, of the Company, a
Registration Statement on Form S-3, any amendment thereto (includ-
ing post-effective amendments), and any registration statement for
the same offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act of 1933 (the "Securities
Act"), for the purpose of registering under the Securities Act of
1933 shares of the Company's Common Stock, par value $.10 per
share, to be sold by certain stockholders of the Company, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents or any of them, may lawfully do or cause to be done
by virtue hereof.
DATED this 19th day of September, 1996.
AUBREY K. MCCLENDON TOM L. WARD
Aubrey K. McClendon, Chairman Tom L. Ward, President and
of the Board and Chief Director
Executive Officer (Principal
Executive Officer)
MARCUS C. ROWLAND RONALD A. LEFAIVE
Marcus C. Rowland, Vice Ronald A. Lefaive, Controller
President - Finance and Chief (Principal Accounting Officer)
Financial Officer (Principal
Financial Officer)
BREENE M. KERR
E. F. Heizer, Jr., Director Breene M. Kerr, Director
SHANNON SELF FREDERICK B. WHITTEMORE
Shannon Self, Director Frederick B. Whittemore, Director
WALTER C. WILSON
Walter C. Wilson, Director
