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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
Amendment No. 2 to
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
CHESAPEAKE ENERGY CORPORATION
(Name of Issuer)
CHESAPEAKE ENERGY CORPORATION
CHESAPEAKE ENERGY MARKETING, INC.
(Name of Persons Filing Statement)
7% CUMULATIVE CONVERTIBLE PREFERRED STOCK
(Title of Class of Securities)
165 167 30 5
165 167 20 6
(CUSIP Number of Class of Securities)
MARCUS C. ROWLAND
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CHESAPEAKE ENERGY CORPORATION
6100 NORTH WESTERN AVENUE
OKLAHOMA CITY, OKLAHOMA 73118
(405) 879-9232
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Persons Filing
the Statement)
Copy to:
G. MICHAEL O'LEARY
ANDREWS & KURTH L.L.P.
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
(713) 220-4200
APRIL 22, 1999
(Date Tender Offer First Published, Sent or Given to Security Holders)
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This Amendment No. 2 amends and supplements the Issuer Tender Offer Statement
on Schedule 13E-4 filed on April 22, 1999, as amended on May 19, 1999, relating
to Chesapeake Energy Marketing Inc.'s Offer to purchase up to 666,667 shares
of 7% Cumulative Convertible Preferred Stock, par value $.01 per share, of
Chesapeake Energy Corporation, at $15.00 cash net per share upon the terms and
conditions set forth in the Offer to Purchase dated April 22, 1999 and the
related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)
and (a)(2) to the Schedule 13E-4.
Item 9. Material to be filed as Exhibits
Item 9(a)(1) of the Schedule 13E-4, Offer to Purchase dated April 22, 1999, is
hereby amended as follows:
Paragraph (d) of the section entitled "8. Certain Conditions of the
Offer" is deleted and replaced in its entirety as follows:
"(d) Any change shall occur or be threatened in the business, condition
(financial or otherwise), operations, stock ownership, prospects of the Company
or Chesapeake Energy, which, in the reasonable judgment of the Company, is or
may be material to the Company or its subsidiary, any of which in the reasonable
judgment of the Company makes it inadvisable to proceed with the acceptance of
tenders, purchase of shares, or payment."
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 to this statement on
Schedule 13E-4 is true, complete and correct.
Dated: May 20, 1999
CHESAPEAKE ENERGY CORPORATION
By: /s/ Marcus C. Rowland
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Marcus C. Rowland
Executive Vice President and Chief
Financial Officer
CHESAPEAKE ENERGY MARKETING, INC.
By: /s/ Marcus C. Rowland
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Marcus C. Rowland
Vice President and Chief
Financial Officer
