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UNITED STATES
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 organization) (IRS Employer Identification No.)
THE AMES COMPANY, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1470082
(State of incorporation or organization) (IRS Employer Identification No.)
CHESAPEAKE ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 73-1528271
(State of incorporation or organization) (IRS Employer Identification No.)
CHESAPEAKE ACQUISITIONS, LTD.
(Exact name of registrant as specified in its charter)
Alberta, Canada N/A
(State of incorporation or organization) (IRS Employer Identification No.)
CHESAPEAKE CANADA CORPORATION
(Exact name of registrant as specified in its charter)
Alberta, Canada N/A
(State of incorporation or organization) (IRS Employer Identification No.)
CHESAPEAKE ENERGY LOUISIANA CORPORATION
(Exact name of registrant as specified in its charter)
Oklahoma 73-1524569
(State of incorporation or organization) (IRS Employer Identification No.)
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CHESAPEAKE GOTHIC CORP.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1532892
(State of incorporation or organization) (IRS Employer Identification No.)
CHESAPEAKE MID-CONTINENT CORP.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1529077
(State of incorporation or organization) (IRS Employer Identification No.)
CHESAPEAKE OPERATING, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1343196
(State of incorporation or organization) (IRS Employer Identification No.)
CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Oklahoma 73-1384282
(State of incorporation or organization) (IRS Employer Identification No.)
CHESAPEAKE LOUISIANA, L.P.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1519126
(State of incorporation or organization) (IRS Employer Identification No.)
CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware 95-4601927
(State of incorporation or organization) (IRS Employer Identification No.)
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:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
To be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
7-7/8% Senior Notes due 2004 New York Stock Exchange
8-1/2% Senior Notes due 2012 New York Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered
The securities to be registered consist of $150,000,000 principal
amount of 7-7/8% Series B Senior Notes due 2004 and $150,000,000 principal
amount of 8-1/2% Series B Senior Notes due 2012 (the "Senior Notes") of
Chesapeake Energy Corporation (the "Registrant") and the full and unconditional
guarantees thereof (the "Guarantees") by the following subsidiaries of the
Registrant: The Ames Company, Inc., Chesapeake Acquisition Corporation,
Chesapeake Acquisitions, Ltd., Chesapeake Canada Corporation, Chesapeake Energy
Louisiana Corporation, Chesapeake Gothic Corp., Chesapeake Mid-Continent Corp.,
Chesapeake Operating, Inc., Chesapeake Exploration Limited Partnership,
Chesapeake Louisiana, L.P. and Chesapeake Panhandle Limited Partnership (the
"Subsidiary Guarantors" and collectively with the Registrant, the
"Co-Registrants"). The Co-Registrants hereby incorporate by reference herein the
description of the terms, rights and preferences of the Senior Notes and the
Guarantees set forth under the caption "Description of Senior Notes" in the
Prospectus forming a part of the Co-Registrants' registration statement on Form
S-4 (No. 333-24995). Such Prospectus was filed with the Commission by the
Co-Registrants pursuant to Rule 424(b)(3) under the Securities Act of 1933 on
April 11, 1997.
Item 2. Exhibits
The following exhibits are filed pursuant to Instruction II to Item 2:
1. Indenture dated as of March 15, 1997 among Registrant, its
subsidiaries named therein as Subsidiary Guarantors, and
United States Trust Company of New York, as Trustee.
Incorporated herein by reference to Exhibit 4.1 to
Registrant's registration statement on Form S-4 (No.
333-24995).
2. First Supplemental Indenture dated December 17, 1997 and
Second Supplemental Indenture dated February 16, 1998.
Incorporated herein by reference to Exhibit 4.1.1 to
Registrant's transition report on Form 10-K for the six months
ended December 31, 1997. Second [Third] Supplemental Indenture
dated April 22, 1998. Incorporated herein by reference to
Exhibit 4.1.1 to Registrant's registration statement on Form
S-3 (No. 333-57235). Fourth Supplemental Indenture dated July
1, 1998. Incorporated by reference to Exhibit 4.1.1 to
Registrant's quarterly report on Form 10-Q for the quarter
ended September 30, 1998.
3. Indenture dated as of March 15, 1997 among Registrant, its
subsidiaries named therein as Subsidiary Guarantors, and
United States Trust Company of New York, as Trustee.
Incorporated
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herein by reference to Exhibit 4.1.3 to Registrant's
registration statement on Form S-4 (No. 333-24995).
4. First Supplemental Indenture dated December 17, 1997 and
Second Supplemental Indenture dated February 16, 1998.
Incorporated herein by reference to Exhibit 4.2.1 to
Registrant's transition report on Form 10-K for the six months
ended December 31, 1997. Second [Third] Supplemental Indenture
dated April 22, 1998. Incorporated herein by reference to
Exhibit 4.2.1 to Registrant's registration statement on Form
S-3 (No. 333-57235). Fourth Supplemental Indenture dated July
1, 1998. Incorporated by reference to Exhibit 4.2.1 to
Registrant's quarterly report on Form 10-Q for the quarter
ended September 30, 1998.
5. Specimen of 7-7/8% Series B Senior Note. Included as Exhibit A
to the Indenture filed herewith as Exhibit 1.
6. Specimen of 8-1/2% Series B Senior Note. Included as Exhibit A
to the Indenture filed herewith as Exhibit 3.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereunto duly authorized.
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. MCCLENDON
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Aubrey K. McClendon, Chairman
and Chief Executive Officer
THE AMES COMPANY, INC.
CHESPEAKE ACQUISITION CORPORATION
CHESAPEAKE ACQUISITIONS, LTD.
CHESAPEAKE CANADA CORPORATION
CHESAPEAKE ENERGY LOUISIANA
CORPORATION
CHESAPEAKE GOTHIC CORP.
CHESAPEAKE MID-CONTINENT CORP.
For each of the above:
By: /s/ MARCUS C. ROWLAND
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Marcus C. Rowland, Vice President
CHESAPEAKE OPERATING, INC.
By: /s/ MARCUS C. ROWLAND
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Marcus C. Rowland,
Executive Vice President
CHESAPEAKE EXPLORATION LIMITED
PARTNERSHIP
CHESAPEAKE LOUISIANA, L.P.
CHESAPEAKE PANHANDLE LIMITED
PARTNERSHIP
For each of the above:
By: Chesapeake Operating, Inc.,
General Partner
By: /s/ MARCUS C. ROWLAND
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Marcus C. Rowland,
Executive Vice President
Dated: January 15, 1999
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