CHESAPEAKE ENERGY CORP
8-A12B, 1998-09-01
CRUDE PETROLEUM & NATURAL GAS
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                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                   FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                         CHESAPEAKE ENERGY CORPORATION
            (Exact name of registrant as specified in its charter)


         OKLAHOMA                                      73-1395733
(State of incorporation or                  (IRS Employer Identification No.)
       organization)


      6100 NORTH WESTERN AVENUE
       OKLAHOMA CITY, OKLAHOMA                           73118
(Address of principal executive offices)               (Zip Code)



Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class                             Name of each exchange on which
to be so registered                             each class is to be registered

7% CUMULATIVE CONVERTIBLE PREFERRED STOCK       NEW YORK STOCK EXCHANGE



Securities to be registered pursuant to Section 12(g) of the Act: None
<PAGE>

Item 1.  Description of Registrant's Securities to be Registered

      The  securities  to  be  registered  consist of 7% Cumulative Convertible
Preferred  Stock,  par  value  $.01  per  share  (the  "Preferred  Stock"),  of
Chesapeake  Energy  Corporation  (the  "Registrant").   The  Registrant  hereby
incorporates  by reference herein the description  of  the  terms,  rights  and
preferences of  the Preferred Stock set forth under the caption "Description of
Preferred  Stock"  in  the  Prospectus  forming  a  part  of  the  Registrant's
registration  statement on Form S-3 (No. 333-57235).  Such Prospectus was filed
with the Commission  by  the  Registrant  pursuant  to Rule 424(b)(3) under the
Securities Act of 1933 on August 4, 1998.

      The  Preferred Stock is convertible into the Registrant's  common  stock,
par value $.01  per  share (the "Common Stock"), and each share of Common Stock
is accompanied by a right  to  purchase  one  one-thousandth  of a share of the
Registrant's Series A Junior Participating Preferred Stock, par  value $.01 per
share  (a  "Right").   The  description  of  the  Common  Stock  contained   in
Registrant's  registration statement on Form 8-B filed on December 12, 1996 and
the summary of  the  Rights  and  description  of Series A Junior Participating
Preferred Stock contained in its registration statement  on  Form  8-A filed on
July 16, 1998 are incorporated herein by reference.

Item 2.  Exhibits

      The following exhibits are filed pursuant to Instruction II to Item 2:

      1.    Registrant's Certificate of Incorporation.  Incorporated  herein by
            reference to Exhibit 3.1 to Registrant's registration statement  on
            Form S-3 (No. 333-57235).

      2.    Rights Agreement dated July 15, 1998 between the Registrant and UMB
            Bank,  N.A.,  as Rights Agent.  Incorporated herein by reference to
            Exhibit 1 to Registrant's  registration statement on Form 8-A filed
            July 16, 1998.


<PAGE>

                                  SIGNATURES

      Pursuant to the requirements of Section 12 of the Securities Exchange Act
of  1934, the Registrant has duly caused  this  registration  statement  to  be
signed on its behalf by the undersigned, thereunto duly authorized.


                                          CHESAPEAKE ENERGY CORPORATION

                                          By: TOM L. WARD
                                              Tom L. Ward, President

Dated:  August 31, 1998

<PAGE>

<TABLE>
                               EXHIBIT INDEX
<CAPTION>
Exhibit No.      Description                   Method of Filing
- -----------      -----------                   ----------------
<S>           <C>                             <C>
    3         Registrant's Certificate of     Incorporated herein by reference
              Incorporation 

    4         Rights Agreement dated July 15, Incorporated herein by reference
              1998 between the Registrant and
              UMB Bank, N.A., as Rights Agent
</TABLE>


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