UNITED STATES
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)
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JANUARY 9, 2004 (JANUARY 8, 2004)
CHESAPEAKE ENERGY CORPORATION
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(Exact name of Registrant as specified in its Charter)
OKLAHOMA 1-13726 73-1395733
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA 73118
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(Address of principal executive offices) (Zip Code)
(405) 848-8000
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(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
Chesapeake Energy Corporation ("Chesapeake") issued a Press Release on January
8, 2003. The following was included in the Press Release:
CHESAPEAKE ENERGY CORPORATION ANNOUNCES
PRICING OF COMMON STOCK OFFERING
OKLAHOMA CITY, JANUARY 8, 2004 - Chesapeake Energy Corporation (NYSE:CHK) today
announced that it has priced a public offering of 20.0 million shares of its
common stock at $13.51 per share. All shares are being sold by Chesapeake.
Chesapeake also has granted the underwriters a 30-day option to purchase up to
3.0 million additional shares of its common stock solely to cover
over-allotments, if any.
Chesapeake expects the issuance and delivery of the shares to occur on January
14, 2004, subject to satisfaction of customary closing conditions. Chesapeake
intends to use the net proceeds of the offering to pay a portion of the
aggregate $510 million purchase price for three recently announced acquisitions.
The largest of these, a pending acquisition for $420 million of Concho Resources
Inc., is expected to close by January 31, 2004. If this acquisition does not
close, excess net proceeds of the offering will be used for general corporate
purposes, including repayment of debt or possible future acquisitions.
Lehman Brothers, Banc of America Securities LLC, Citigroup and Morgan Stanley
acted as joint book-running managers for the offering. Copies of the prospectus
relating to the offering may be obtained from the offices of Lehman Brothers
Inc., c/o ADP Financial Services, Integrated Distribution Services, 1155 Long
Island Avenue, Edgewood, NY 11717, 631-254-7106; Banc of America Securities LLC,
100 West 33rd Street, New York, NY 10001, 646-733-4166; Citigroup Global Markets
Inc., Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York
11220, Attn: Prospectus Department, 718-765-6732; or Morgan Stanley, Prospectus
Department, 1585 Broadway, New York, NY 10036, 212-761-4000.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any state.
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THIS DOCUMENT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT
OF 1934. FORWARD-LOOKING STATEMENTS INCLUDE ESTIMATES AND GIVE OUR CURRENT
EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. ALTHOUGH WE BELIEVE OUR
FORWARD-LOOKING STATEMENTS ARE REASONABLE, THEY CAN BE AFFECTED BY INACCURATE
ASSUMPTIONS OR BY KNOWN OR UNKNOWN RISKS AND UNCERTAINTIES.
CHESAPEAKE ENERGY CORPORATION IS ONE OF THE SIX LARGEST INDEPENDENT NATURAL GAS
PRODUCERS IN THE UNITED STATES. HEADQUARTERED IN OKLAHOMA CITY, THE COMPANY'S
OPERATIONS ARE FOCUSED ON EXPLORATORY AND DEVELOPMENTAL DRILLING AND PRODUCING
PROPERTY ACQUISITIONS IN THE MID-CONTINENT, GULF COAST, AND PERMIAN BASIN
REGIONS ONSHORE IN THE UNITED STATES.
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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
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BY: /S/ AUBREY K. MCCLENDON
AUBREY K. MCCLENDON
Chairman of the Board and
Chief Executive Officer
Dated: January 9, 2004