<PAGE> 1
FILED PURSUANT TO 424(b)(3)
REGISTRATION NO. 333-57235
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED AUGUST 3, 1998
AS SUPPLEMENTED TO DATE
CHESAPEAKE ENERGY CORPORATION
4,600,000 SHARES OF
7% CUMULATIVE CONVERTIBLE PREFERRED STOCK
AND
33,093,525 SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION
This Prospectus Supplement relates to the resale by the Selling
Shareholders named below of shares of 7% Cumulative Convertible Preferred Stock,
par value $.01 and liquidation preference $50 per share ("Preferred Stock"), of
Chesapeake Energy Corporation, an Oklahoma corporation (the "Company"),
originally issued in private placements consummated on April 22, 1998. This
Supplement should be read in conjunction with the Prospectus dated August 3,
1998, as supplemented to date (the "Prospectus"), to be delivered with this
Supplement. All capitalized terms used but not defined in this Supplement have
the meanings given to them in the Prospectus.
Based on information provided to the Company, the following table
supplements information provided in the Prospectus regarding the number of
Shares beneficially owned by Selling Shareholders.
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK
----------------------------- ---------------------------------
NUMBER OF PERCENT OF SHARES NUMBER OF PERCENT OF SHARES
NAME OF SELLING SHAREHOLDER SHARES(1) OUTSTANDING(2) SHARES(1)(3) OUTSTANDING(4)
- --------------------------- --------- ----------------- ------------ -----------------
<S> <C> <C> <C> <C>
American Investors Life
Insurance Company, Inc.(5)............ 40,000 * 287,769 *
Credit Suisse First Boston
Corporation(6)........................ 15,000 * 107,913 *
Employers Reinsurance Corp.(5).......... 35,000 * 251,798 *
General Motors Investment
Management Corp.(5)................... 225,000 4.90% 1,618,705 1.65%
Goldman, Sachs & Co.(7)................. 60,000 1.30% 431,654 *
Lehman Brothers Inc.(8)................. 136,000 2.96% 978,417 *
Nationwide Balanced Fund(5)............. 2,500 * 17,985 *
Salomon Brothers Total Return
Fund(5)............................... 20,000 * 143,884 *
</TABLE>
- ----------
* Less than 1%.
(1) Represents the number of shares offered hereby.
(2) Based upon 4,600,000 shares of Preferred Stock outstanding.
(3) Assumes conversion into full shares of Common Stock of the full amount
of Preferred Stock held by each holder at the initial rate of $6.95 of
liquidation preference per share.
(4) Based on 96,702,650 shares of Common Stock outstanding as of October 1,
1998, treating as outstanding the number of shares shown as being
issuable upon the assumed conversion by the named holder of the full
amount of such holder's Preferred Stock, but not assuming the
conversion of the Preferred Stock of any other holder.
(5) As of August 26, 1998. Salomon Brothers Asset Management Inc. acts as
discretionary investment adviser for the Selling Shareholder and
therefore may be deemed to be the beneficial owner of the Shares.
(6) As of September 8, 1998.
(7) As of September 21, 1998.
(8) As of September 18, 1998.
The closing prices of the Common Stock and the Preferred
Stock, as reported on the New York Stock Exchange on October 5, 1998, were $1.38
and $15.50 per share, respectively.
Selling Shareholders selling their Shares under the Prospectus
should complete the Resale Certificate attached hereto as Exhibit A and deliver
it to the Company as directed.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS OCTOBER 5, 1998.
<PAGE> 2
EXHIBIT A
RESALE CERTIFICATE
CHESAPEAKE ENERGY CORPORATION
7% CUMULATIVE CONVERTIBLE PREFERRED STOCK
This Resale Certificate is delivered to Chesapeake Energy
Corporation (the "Company") in connection with its Registration Statement on
Form S-3 (No. 333-57235) registering the resale of the Company's 7% Cumulative
Convertible Preferred Stock (the "Preferred Stock") and Common Stock issuable
upon conversion. In order to transfer a position in the unregistered Preferred
Stock (CUSIP No. 165167 20 6) to a position in the registered Preferred Stock
(CUSIP No. 165167 30 5) after a sale of Preferred Stock covered by the
Prospectus (defined below) included in the Registration Statement, this
Certificate must be completed in full and telecopied or otherwise delivered
immediately after the sale to Janice A. Dobbs, Chesapeake Energy Corporation,
6100 North Western Avenue, Oklahoma City, Oklahoma 73118; FAX (405) 879-9572;
Telephone (405) 879-9212.
1. Name of Seller (as it appears in the Prospectus)
---------------------------------------------------------
Seller's DTC Participant Number
---------------------------
2. The undersigned hereby confirms that on _______________,
199__ it sold _____ shares (the "Shares") of Preferred Stock to the purchaser
(the "Purchaser") named below.
Name of Purchaser
---------------------------------------------------------
Purchaser's DTC Participant Number
---------------------------
3. The undersigned hereby confirms that it delivered a copy
of the Company's Prospectus dated August 3, 1998 and the Prospectus Supplements
dated August 27 and October 5, 1998 attached thereto (the "Prospectus") at the
time of the sale of the Shares. The undersigned hereby requests that, in
reliance on the representations made herein, the Company transfer the Shares
from the Seller's position in the unregistered Preferred Stock (CUSIP No. 165167
20 6) to an identical position of the Purchaser in the registered Preferred
Stock (CUSIP No. 165167 30 5).
<TABLE>
Name of Seller or authorized signatory for Seller:
<S> <C>
------------------------------------------------------------
By:
---------------------------------------------------------
Date: Print Name:
------------------- -------------------------------------------------
Title:
------------------------------------------------------
Medallion Signature Guarantee:
Approved by
CHESAPEAKE ENERGY CORPORATION
By:
------------------------------
Date:
----------------------------
</TABLE>
