As filed with the Securities and Exchange Commission on September 26, 1996
Registration No. 333-12533
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3
AMENDMENT NO. 1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_______________
CHESAPEAKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
_______________
Delaware 73-1395733
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6100 North Western Avenue Aubrey K. McClendon
Oklahoma City, Oklahoma 73118 Chairman of the Board
(405) 848-8000 6100 North Western Avenue
(Address, including zip code, Oklahoma City, Oklahoma 73118
and telephone number, (405) 848-8000
including area code, of (Name, address, including zip
registrant's principal code, and telephone number,
executive offices) including area code, of agent
for service)
Copy to:
Theodore M. Elam, Esq.
Connie S. Stamets, Esq.
McAfee & Taft
A Professional Corporation
211 North Robinson, Suite 1000
Oklahoma City, Oklahoma 73102
(405) 235-9621
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the Registration Statement
becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
please check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earli-
er effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of
Each Class Proposed Proposed
of Maximum Maximum Amount of
Securities Amount Offering Aggregate Registra-
to be to be Price Per Offering tion
Registered Registered(1) Unit(2) Price(2) Fee(1)(3)
- ----------- ------------- --------- --------- -----------
Common 48,600 Shares $58.625 $2,849,175 $983.00
Stock, Par
Value $0.10
per share
(1) An earlier registration statement on Form S-3 (No. 333-04027)
relating to the same offering registered 587,000 shares
(880,500 shares, after adjustment to give effect to a 3-for-2
stock split in June 1996). A filing fee of $13,486 was paid
with respect to such shares.
(2) Estimated solely for the purpose of calculating the registra-
tion fee pursuant to Rule 457 of the Securities Act of 1933.
(3) Calculated in accordance with Rule 457(c) of the Securities
Act of 1933, based on the average of the high and low prices
reported in the consolidated reporting system on September 19,
1996.
_________________________
The registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to
said Section 8(a), may determine.
This Registration Statement is filed pursuant to Rule 429
under the Securities Act of 1933. The prospectus contained herein
also relates to the registrant's registration statement on Form S-3
(No. 333-04027), which was declared effective on May 22, 1996.
See note 1 to fee table above.
This Amendment No. 1 effects no change in the Prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an itemization of the costs expected
to be incurred in connection with the offer and sale of the
securities registered hereby and by the Registrant's registration
statement on Form S-3 (No. 333-04027). With the exception of the
Securities Act fees, all amounts are estimates.
Securities Act Registration Fee. . . . . . . . . . $14,469*
Legal Fees and Expenses. . . . . . . . . . . . . . 15,000
Accounting Fees and Expenses . . . . . . . . . . . 5,000
Miscellaneous. . . . . . . . . . . . . . . . . . . 5,000*
-------
Total. . . . . . . . . . . . . . . . . . $39,469
_______________
* To be paid by the Selling Shareholders.
Item 15. Indemnification of Directors and Officers.
The General Corporation Law of Delaware, under which the
Registrant is incorporated, permits indemnification against
expenses, including attorneys' fees, actually and reasonably
incurred by such persons in connection with the defense of any
action, suit or proceeding in which such a person is a party by
reason of his being or having been a director, employee or agent of
the Registrant, or of any corporation, partnership, joint venture,
trust or other enterprise in which he served as such at the request
of the Registrant, provided that he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful, and provided further (if the threatened,
pending or completed action or suit is by or in the right of the
corporation) that he shall not have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation (unless the court determines that indemnity would
nevertheless be proper under the circumstances). Article VIII of
the Registrant's Certificate of Incorporation provides for
indemnification of the Registrant's directors and officers. The
Delaware General Corporation Law also permits the Registrant to
purchase and maintain insurance on behalf of the Registrant's
directors and officers against any liability arising out of their
status as such, whether or not Registrant would have the power to
indemnify them against such liability. These provisions may be
sufficiently broad to indemnify such persons for liabilities
arising under the Securities Act of 1933 (the "Securities Act").
The Registrant has entered into indemnity agreements with
each of its directors and executive officers. Under each indemnity
agreement, the Registrant will pay on behalf of the indemnitee, and
his executors, administrators and heirs, any amount which he is or
becomes legally obligated to pay because of (i) any claim or claims
from time to time threatened or made against him by any person
because of any act or omission or neglect or breach of duty,
including any actual or alleged error or misstatement or misleading
statement, which he commits or suffers while acting in his capacity
as a director and/or officer of the Registrant or an affiliate or
(ii) being a party, or being threatened to be made a party, to any
threatened, pending or contemplated action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was an officer, director, employee or
agent of the Registrant or an affiliate or is or was serving at the
request of the Registrant as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise. The payments which the Registrant will be obligated to
make thereunder shall include, inter alia, damages, charges,
judgments, fines, penalties, settlements and costs, cost of
investigation and cost of defense of legal, equitable or criminal
actions, claims or proceedings and appeals therefrom, and costs of
attachment, supersedeas, bail, surety or other bonds. The
Registrant also provides liability insurance for each of its
directors and executive officers.
Item 16. Exhibits.
The following exhibits have been previously filed.
Number Description
- ------ -----------
5 Opinion of McAfee & Taft A Professional Corporation re
legality and consent.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Williamson Petroleum Consultants, Inc.
23.3 Consent of McAfee & Taft A Professional Corporation,
included as part of Exhibit 5.
23.4 Consent of Coopers & Lybrand L.L.P.
24 Power of attorney
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change from the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar
value of securities offered would not exceed that which
was registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) of this
section do not apply if the registration statement is on Form
S-3, Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions
described under Item 15, or otherwise, the Registrant has been ad-
vised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is as-
serted by such director, officer or controlling person in connec-
tion with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate juris-
diction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Oklahoma City, State of Oklahoma on the 26th day of
September, 1996.
CHESAPEAKE ENERGY CORPORATION
By TOM L. WARD
Tom L. Ward, President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement Amendment No. 1 has been signed by
the following persons in the capacities indicated on September 26, 1996.
AUBREY K. MCCLENDON* TOM L. WARD
Aubrey K. McClendon, Chairman Tom L. Ward, President and
of the Board and Chief Director
Executive Officer (Principal
Executive Officer)
MARCUS C. ROWLAND* RONALD A. LEFAIVE*
Marcus C. Rowland, Vice Ronald A. Lefaive, Controller
President - Finance and Chief (Principal Accounting Officer)
Financial Officer (Principal
Financial Officer)
BREENE M. KERR*
E. F. Heizer, Jr., Director Breene M. Kerr, Director
SHANNON SELF* FREDERICK B. WHITTEMORE*
Shannon Self, Director Frederick B. Whittemore, Director
WALTER C. WILSON*
Walter C. Wilson, Director
* By: TOM L. WARD
Tom L. Ward, Attorney-in-Fact