<PAGE> 1
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>
Atlas Strategic Income Fund............. 2,000 * 14,388 *
Oppenheimer Champion Income Fund........ 161,000 3.50% 1,158,273 1.18%
Oppenheimer High Income Fund............ 24,575 * 176,798 *
Oppenheimer High Yield Fund............. 100,000 2.17% 719,424 *
Oppenheimer Strategic Bond Fund......... 4,000 * 28,776 *
Oppenheimer Strategic Income Fund....... 146,175 3.18% 1,051,618 1.08%
</TABLE>
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* 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 96,720,450 shares of Common Stock outstanding as of March 31,
1999, 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 April 16, 1999, were $1.94 and
$16.25 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 APRIL 19, 1999.
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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_____, 1999 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 6 and December 9, 1998 and January 28 and April 19,
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:
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By:
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Date: Print Name:
------------------ --------------------------------------------
Title:
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Medallion Signature Guarantee:
Approved by
CHESAPEAKE ENERGY CORPORATION
By:
--------------------------
Date:
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