CHESAPEAKE ENERGY CORP
8-K, 1999-09-28
CRUDE PETROLEUM & NATURAL GAS
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




                                    FORM 8-K


              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)    SEPTEMBER 28, 1999
                                                    ----------------------------
                                                    (SEPTEMBER 27, 1999)
- --------------------------------------------------------------------------------


                          CHESAPEAKE ENERGY CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)



         OKLAHOMA                  1-13726                73-1395733
- --------------------------------------------------------------------------------
(State or other jurisdiction    (Commission    (IRS Employer Identification No.)
of incorporation)               File Number)


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

                                 (405) 848-8000
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)
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                    INFORMATION TO BE INCLUDED IN THE REPORT


ITEM 5.  OTHER EVENTS

     On September 27, 1999, Chesapeake Energy Corporation ("Chesapeake") issued
a press release to provide the third quarter outlook. The September 27, 1999
press release is filed herewith as Exhibit 99 and incorporated herein by
reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits. The following exhibit is filed herewith:

     99. Press Release issued by the Registrant on September 27, 1999.


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                                    SIGNATURE


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



                                       CHESAPEAKE ENERGY CORPORATION



                                       BY: /s/ AUBREY K. McCLENDON
                                           -------------------------------------
                                               AUBREY K. McCLENDON,
                                            Chairman of the Board and
                                             Chief Executive Officer

Dated: September 28, 1999


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                                 EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT
NUMBER            DESCRIPTION
- -------           -----------
<S>               <C>
99                Press Release issued by the Registrant on September 27, 1999.
</TABLE>







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                                                                      EXHIBIT 99


                                                          CONTACT: MARC ROWLAND,
                                                         CHIEF FINANCIAL OFFICER
                                                                  (405) 879-9232

FOR IMMEDIATE RELEASE                             TOM PRICE, JR.,VICE PRESIDENT-
SEPTEMBER 27, 1999                                         CORPORATE DEVELOPMENT
                                                                  (405) 879-9257


                     CHESAPEAKE ENERGY CORPORATION PROVIDES
                              THIRD QUARTER OUTLOOK

OKLAHOMA CITY, OKLAHOMA, SEPTEMBER 27, 1999 - Chesapeake Energy Corporation
(NYSE: CHK), one of the 15 largest independent natural gas producers in the
U.S., today announced that higher than projected production volumes and
increasing oil and natural gas prices during the quarter should produce greater
revenue, cash flow, and earnings than earlier projected. Compared to previous
projections of third quarter production levels of 30 billion cubic feet of
natural gas equivalent (bcfe) and projected quarterly natural gas equivalent
pricing of $2.20 per thousand cubic feet of natural gas equivalent (mcfe),
Chesapeake expects to generate 5% higher volumes and benefit from 10% higher
realized prices.

                             DRILLING PROGRAM UPDATE

The primary reason for Chesapeake's higher than expected production volumes in
the third quarter is the success of the company's drilling program, especially
in the Mid-Continent where the company is actively developing its estimated
1,000 undrilled location inventory with 7-8 rigs. Highlights for the quarter
include the following:

Mid-Continent Chesapeake's Mid-Continent drilling is focused in the Sahara area
(NW Oklahoma, depths from 6-8,000 feet), the Oklahoma Panhandle (depths from
6-8,000 feet), the Watonga-Chickasha Trend (Western Oklahoma, depths from
10-14,000 feet) and Southern Oklahoma (Golden Trend, Bradley, Knox, Chitwood,
and Cement fields, depths from 7-17,000 feet). Chesapeake's Mid-Continent
development program is scheduled to receive 50% of the company's budgeted
drilling expenditures in the fourth quarter of 1999 and in 2000.

Chesapeake began drilling in the Sahara area in mid-1998 after completing the
DLB Oil and Gas and Hugoton Energy acquisitions. To date in 1999, the company
has drilled 89 Sahara wells with a 97% success rate. Representative of the
attractive upside potential of this area are two recent completions, the London
4-18 and Dallett 1-15. These wells are each producing an average of 1,700 mcfe
per day and are projected to produce estimated ultimate reserves (EUR) of 1.6
bcfe per well. Excellent finding costs of approximately $0.23 per mcfe are
associated with these two wells. In general, Chesapeake is budgeting for
completed well costs of $300,000 and estimated average reserves of 0.6 bcfe in
Sahara,


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for an estimated average finding cost of $0.65 per mcfe. The company plans to
drill 60-70 additional wells in Sahara during the balance of 1999 and in 2000.

Recently completed in Chesapeake's Oklahoma Panhandle area are the Hennigh 1-21,
Malone 1-27, and Berends 1-29. During the first 30 days of production, these
wells have averaged 2,300 mcfe per day and are projected to produce EUR of 2.0
bcfe per well. Average completed well costs for these three wells were $370,000,
generating average finding costs of $0.20 per mcfe. Chesapeake has plans to
drill an additional 30-40 Oklahoma Panhandle wells during 1999 and in 2000.
Proforma finding costs for this area are similar to those in Sahara.

The company also owns over 500,000 acres of undeveloped leasehold in the
prolific Southern Oklahoma fields of the Golden Trend, Bradley, Knox, Chitwood,
and Cement. These fields have collectively produced more than eight trillion
cubic feet of natural gas equivalent (tcfe) to date and the company believes at
least one tcfe of additional reserves are yet to be discovered from these fields
using today's advanced drilling and completion technologies.

Chesapeake's three most recent Southern Oklahoma completions, the Alcott 1-4,
Gleneagles 1-27 and Maxine 2-28, have been completed as significant producers.
During the first 30 days of production, the Alcott averaged 15,000 mcfe, the
Gleneagles 7,400 mcfe, and the Maxine 2,400 mcfe. Chesapeake plans to drill or
participate in an additional 10-20 wells in Southern Oklahoma during the
remainder of 1999 and in 2000.

Canada The 750,000 gross undeveloped acres owned by Chesapeake in the Helmet
area of far northeast British Columbia provide the company with an excellent
platform to continue generating production gains and reserve increases in Canada
in the years ahead. With the increased export capacity provided by the growing
Canadian pipeline infrastructure combined with declining transportation costs,
Chesapeake expects its Canadian production to add significantly to its revenues
in 2000. The company plans to drill 15-20 wells in its 1999/2000 winter drilling
season, all of which will target the Jean Marie formation at a depth of
approximately 4,000'. Chesapeake's Canadian drilling program will account for
10% of the company's budgeted drilling expenditures in 2000 with estimated
finding costs of $0.45 per mcfe.

Gulf Coast Chesapeake's third core area is located along the onshore Gulf Coast
in Texas and Louisiana. The centerpiece of this core area is the company's
ongoing development of its extensive leaseholdings in the central Texas counties
of Montgomery, Grimes and Washington, especially in the Independence area.
Chesapeake's three most recent successful Independence completions are the
Tiemann #1-H with an EUR of 16.4 bcfe, the Weiss #1-H with an EUR of 12.1 bcfe,
and the Hahn #2-H with an EUR of 12.4 bcfe. In Independence, finding costs are
budgeted for $0.55 per mcfe based on well costs of $3.3 million and proforma
reserves of 7.5 bcfe. The company is currently drilling the Carmona #1-H and
anticipates reporting on this well in its third quarter earnings press release.

Also in the Gulf Coast area, Chesapeake plans to spud several Wharton County,
Texas wells that will target the 9,400 Yegua formation and the 19,000' Deep
Wilcox formation. Chesapeake believes its numerous 3-D seismically delineated
drillsites located under the


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company's 33,000 acres of leasehold in Wharton County have potential unrisked
reserves of 250 bcfe.

Chesapeake's Louisiana Gulf Coast drilling target is the Tuscaloosa formation,
where estimated per well reserves of 20-25 bcfe are projected. The company's
next Tuscaloosa well is scheduled for either late in the fourth quarter of 1999
or in the first quarter of 2000. Chesapeake's Gulf Coast drilling program is
budgeted to receive approximately 20% of the company's drilling expenditures in
the fourth quarter of 1999 and in 2000.

                            ASSET DISPOSITION UPDATE

Chesapeake has maintained its status as one of the industry's lowest operating
cost producers ($0.38 in lifting costs per mcfe in the first half of 1999)
through its concentration of highly productive natural gas assets in three core
operating areas. To further reduce these costs, the company's now completed 1999
disposition strategy has been focused on selling high-cost assets outside of
these core areas. During the third quarter, Chesapeake has closed an estimated
$25 million in property sales, with an additional $11 million disposition
scheduled to close in October 1999.

                               MANAGEMENT SUMMARY

Aubrey K. McClendon, Chesapeake's Chairman and CEO, commented, "With the
company's transformation to more consistently predictable drilling results and
lower finding costs, it is important to note that 86% of Chesapeake's year 2000
production will come from the company's proved developed reserves. Using current
finding costs from Chesapeake's refocused drilling program, capital expenditures
needed to maintain 130 bcfe of production are projected to be only $100-$110
million. With projected 2000 capital expenditures of $180 million ($130 million
for drilling and $50 million for acquisitions), the remaining $70-$80 million
provides significant production and reserve growth potential.

Furthermore, in the second half of 1999 and through 2000, Chesapeake's
shareholders should continue to benefit from the company's significant leverage
to strong natural gas prices. We expect Chesapeake's 87% natural gas orientation
and over 1.1 trillion cubic feet of proved natural gas equivalent reserves to
provide excellent financial returns in the years ahead. Illustrating our
leverage to higher gas prices, for each $0.10 increase in natural gas,
Chesapeake's annual earnings, cash flow, and ebitda increase by approximately
$0.10 per share and net asset value increases by approximately $0.50 per share."

Chesapeake will release its complete third quarter 1999 results before the
opening of the market on Friday, October 29, 1999. A conference call will follow
at 10:00 EST. Additional conference call details will be provided in
mid-October.

The information in this release includes certain forward-looking statements that
are based on assumptions that in the future may prove not to have been accurate.
Those statements, and Chesapeake Energy Corporation's business and prospects,
are subject to a number of risks, including production variances from
expectations, uncertainties about estimates of reserves, volatility of oil and
gas prices, the need to develop and replace reserves, the substantial capital
expenditures required to fund operations, environmental risks, drilling and
operating risks, risks related to exploratory and developmental drilling,
competition, government regulation, and the ability of the company to implement
its business strategy. These and other risks are described in the company's
documents and reports that are available from the United States Securities and
Exchange Commission,


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including the report filed on Form 10-K for the year ended December 31, 1998 and
the report filed on Form 10-Q for the quarter ended June 30, 1999.

Chesapeake Energy Corporation is an independent natural gas producer
headquartered in Oklahoma City. The company's operations are focused on
developmental drilling and property acquisitions in the Mid-Continent region of
the United States. The company's Internet address is www.chesapeake-energy.com.


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