<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
SCHEDULE 13E-4
(AMENDMENT NO. 3)
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 Person
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)
================================================================================
<PAGE> 2
This Amendment No. 3 (this "Amendment") supplements and amends the
information set forth in an Issuer Tender Offer Statement on Schedule 13E-4
filed with the Securities and Exchange Commission on April 22, 1999 and amended
on May 19, 1999 and May 20, 1999 (as further amended hereby, the "Schedule
13E-4") relating to the offer by Chesapeake Energy Marketing, Inc., to purchase
up to 666,667 shares (the "Preferred Shares") of 7% Cumulative Convertible
Preferred Stock, $.01 par value per share, of Chesapeake Energy Corporation, at
$15.00 per share net to the seller in cash, upon the terms and conditions set
forth in the Offer to Purchase dated April 22, 1999 (the "Offer to Purchase"),
and in the related Letter of Transmittal (the "Letter of Transmittal"; the Offer
to Purchase and the Letter of Transmittal, collectively, as amended or
supplemented from time to time, the "Offer"). This Amendment reports the final
results of the transaction reported on the Schedule 13E-4. In response to the
Offer, no shares of Chesapeake Energy Corporation's 7% Cumulative Convertible
Preferred Stock were validly tendered and not withdrawn.
<PAGE> 3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 28, 1999
CHESAPEAKE ENERGY CORPORATION
By: /s/ Marcus C. Rowland
-----------------------------------
Marcus C. Rowland
Executive Vice President and
Chief Financial Officer
CHESAPEAKE ENERGY MARKETING, INC.
By: /s/ Marcus C. Rowland
-----------------------------------
Marcus C. Rowland
Vice President and Chief
Financial Officer
