<PAGE> 1
FILED PURSUANT TO RULE 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
-------------------------- -----------------------------
PERCENT OF PERCENT OF
NUMBER OF SHARES NUMBER OF SHARES
NAME OF SELLING SHAREHOLDER SHARES(1) OUTSTANDING(2) SHARES(1)(3) OUTSTANDING(4)
--------------------------- --------- -------------- ------------ --------------
<S> <C> <C> <C> <C>
Turnberry Capital Management, L.P......... 125,000 2.72% 899,240 *
</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 96,710,450 shares of Common Stock outstanding as of December 31,
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.
The closing prices of the Common Stock and the Preferred Stock, as reported
on the New York Stock Exchange on January 27, 1999, were $1.00 and $10.75 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 JANUARY 28, 1999.
<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, October 5 and December 9, 1998 and January 28, 1999, 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).
Name of Seller or authorized
signatory for Seller:
------------------------------------
By:
------------------------------------
Print Name:
Date: ------------------------------------
- -----------------------------------------------
Title:
------------------------------------
Medallion Signature Guarantee:
Approved by
CHESAPEAKE ENERGY CORPORATION
By:
- -------------------------------------------------
Date:
- -----------------------------------------------
