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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) FEBRUARY 18, 1998
CHESAPEAKE ENERGY CORPORATION
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(Exact name of Registrant as specified in its Charter)
OKLAHOMA 1-13726 73-1395733
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA 73118
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(Address of principal executive offices) (Zip Code)
(405) 848-8000
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(Registrant's telephone number, including area code)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On February 18, 1998, Chesapeake Energy Corporation ("Chesapeake") and
Hugoton Energy Corporation ("Hugoton") announced special shareholder meetings
have been set for votes on proposals that would provide for Hugoton to become a
wholly-owned subsidiary of Chesapeake. The February 18, 1998 press release is
filed herewith as Exhibit 99, and is incorporated herein by reference.
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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, thereunto duly authorized.
CHESAPEAKE ENERGY CORPORATION
BY: /s/ MARCUS C. ROWLAND
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MARCUS C. ROWLAND
Senior Vice President - Finance
and Chief Financial Officer
Dated: February 18, 1998
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 99.1 Press Release dated February 18, 1998.
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CONTACT: MARC ROWLAND, CHIEF FINANCIAL OFFICER
(405)848-8000, EXT. 232
FOR IMMEDIATE RELEASE TOM PRICE, JR., VICE PRESIDENT-
FEBRUARY 18, 1998 CORPORATE DEVELOPMENT
(405)848-8000, EXT. 257
CHESAPEAKE ENERGY CORPORATION AND HUGOTON ENERGY CORPORATION
SET SHAREHOLDER MEETINGS SEEKING APPROVAL OF MERGER
OKLAHOMA CITY, OKLAHOMA, FEBRUARY 18, 1998 -- Chesapeake Energy Corporation
(NYSE:CHK) and Hugoton Energy Corporation (NASDAQ:HUGO) today announced special
shareholder meetings have been set for votes on proposals that would provide
for Hugoton to become a wholly-owned subsidiary of Chesapeake.
Both meetings have been scheduled for 10:00 a.m. CST March 10, 1998 for
shareholders of record at the close of business on February 18. Proxies and a
Joint Proxy Statement/Prospectus have been mailed to shareholders of both
companies. For shareholders planning to vote in person, the Hugoton meeting
will be held at its offices located at 301 N. Main, Suite 1900, Wichita, Kansas
and the Chesapeake meeting will be held at its offices located at 6100 North
Western Avenue, Oklahoma City, Oklahoma.
The companies announced on November 13, 1997, that they had entered into a
definitive merger agreement providing for Chesapeake to merge with Hugoton in a
stock-for-stock transaction. The merger agreement provided for a fixed exchange
rate of 1.3 shares of Chesapeake common stock for each share of Hugoton common
stock which would equate to $8.45 for each share of Hugoton stock, based on
Tuesday's closing price of $6.50 for Chesapeake's stock. Both companies' boards
of directors have approved the proposals, determined them to be in the best
interests of the shareholders of both companies and are recommending
shareholder approval.
The merger of these two Mid-Continent headquartered companies will create a
substantial exploration and production company with both a high-impact
exploration drilling program and a long-lived reserve base. Proforma for the
Hugoton transaction and Chesapeake's previously announced acquisition of the
Mid-Continent properties of DLB Oil & Gas, Inc., Chesapeake's proved reserves
will be approximately 950 billion to one trillion cubic feet of natural gas
equivalent reserves.
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Chesapeake Energy Corporation and Hugoton Energy Corporation are independent
oil and natural gas producers headquartered in Oklahoma City, Oklahoma and
Wichita, Kansas, respectively. The companies' operations are focused on
exploratory and developmental
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drilling and producing property and corporate acquisitions in major onshore
producing areas of the United States and Canada.
The information in this release includes certain forward-looking statements
that are based on assumptions that in the future may prove not to have been
accurate. Those statements, and the business and prospects of the combined
companies, are subject to a number of risks, including production variances
from expectations, uncertainties about estimates of reserves, volatility of oil
and gas prices, the need to develop and replace its reserves, the substantial
capital expenditures required to fund its operations, environmental risks,
drilling and operating risks, risks related to exploratory and developmental
drilling, competition, government regulation, and the ability of the company to
implement its business strategy. These and other risks are described in the
company's documents and reports that are available from the United States
Securities and Exchange Commission, including the report filed on Form 10-K for
the fiscal year ended June 30, 1997.
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