1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 25, 1998
REGISTRATION NO. 333-46129
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4 REGISTRATION STATEMENT
ON
FORM S-8*
UNDER THE SECURITIES ACT OF 1933
CHESAPEAKE ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1395733
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6100 NORTH WESTERN AVENUE
OKLAHOMA CITY, OKLAHOMA 73118
(405) 848-8000
(Address, including zip code and telephone number,
including area code, of registrant's Principal Executive Offices)
REPLACEMENT OPTION AGREEMENTS **
PURSUANT TO
HUGOTON ENERGY CORPORATION 1993 STOCK OPTION PLAN,
HUGOTON ENERGY CORPORATION AMENDED AND RESTATED 1993 NONEMPLOYEE
DIRECTORS' STOCK OPTION PLAN,
W. MARK WOMBLE INCENTIVE STOCK OPTION AGREEMENT,
JOHN T. MCNABB, II NONSTATUTORY STOCK OPTION AGREEMENT,
DAVID S. ELKOURI NONSTATUTORY STOCK OPTION AGREEMENT,
HUGOTON ENERGY CORPORATION AMENDED AND RESTATED 1995 STOCK OPTION PLAN
(Full title of the plans)
AUBREY K. MCCLENDON
6100 NORTH WESTERN AVENUE
OKLAHOMA CITY, OKLAHOMA 73118
(405) 848-8000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
----------------------------------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE OFFERING PRICE AGGREGATE REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share(2) 1,159,768 $(2) $(2) $(2)
====================================================================================================================================
(1) Consisting of, on an as converted basis, 1,159,768 shares of common stock par value $0.01 per share, of the Registrant reserved
for issuance under the Replacement Option Agreements described herein under "Explanatory Notes." On March 10, 1998, all options
("Hugoton Options") issued and outstanding under the employee benefit plans of Hugoton Energy Corporation ("Hugoton"), a wholly
owned subsidiary of the Registrant, listed above became immediately vested and exercisable and were assumed by the Registrant
and the right to receive one share of common stock of Hugoton upon exercise of the Hugoton Options was converted into the right
to receive 1.3 shares of Common Stock of the Registrant. In addition, the number of shares of Common Stock of the Registrant
registered herein is subject to adjustment to prevent dilution resulting from stock splits, stock dividends, or similar
transactions.
(2) All filing fees payable in connection with the issuance of these securities were previously paid in connection with the filing
of the Registrant's registration statement on Form S-4 (File No. 333-46129) on February 11, 1998.
(*) Filed as a post-effective amendment on Form S-8 to such Form S-4 registration statement. See "Explanatory Notes."
(**) As further described herein under "Explanatory Notes."
====================================================================================================================================
2
EXPLANATORY NOTES
Chesapeake Energy Corporation (the "Company" or the "Registrant") hereby
amends its registration statement on Form S-4 (File No. 333-46129) (the "Form
S-4") by filing this Post-effective Amendment No. 1 on Form S-8 ("Post-
effective Amendment No. 1") relating to up to 1,159,768 shares of common stock,
par value $.01 per share, of the Company (the "Common Stock") issuable upon
exercise of the options granted pursuant to the Replacement Option Agreements.
All shares of Common Stock issuable upon exercise of the options granted
pursuant to the Replacement Option Agreements covered by this Post-Effective
Amendment No. 1 were previously included in the Form S-4.
On March 10, 1998 (the "Effective Time"), pursuant to the Agreement and
Plan of Merger, dated as of November 12, 1997, as amended by Amendment No. 1
thereto dated as of February 9, 1998 (collectively, the "Merger Agreement"), by
and among the Company, Chesapeake Acquisition Corp. ("Merger Sub"), an indirect
wholly owned subsidiary of the Company, and Hugoton Energy Corporation
("Hugoton"), Merger Sub merged with and into Hugoton, whereby Hugoton became an
indirect wholly owned subsidiary of the Company (the "Merger"). Pursuant to the
Merger Agreement, each unexpired and unexercised outstanding option (each a
"Hugoton Option") to purchase one share of common stock, no par value, of
Hugoton ("Hugoton Common Stock") became immediately vested and exercisable and
was automatically converted into an option ("Replacement Option") to purchase
1.3 shares of Common Stock at the current exercise price per share of Hugoton
Common Stock divided by 1.3. Each Replacement Option is otherwise subject to all
of the other terms of the Hugoton Options to which it relates.
As of the Effective Time, the Replacement Options granted pursuant to the
Replacement Option Agreements covered by this Post-effective Amendment No. 1
substitute all of the Hugoton Options granted and outstanding pursuant to the
Hugoton Energy Corporation 1993 Stock Option Plan, the Hugoton Energy
Corporation Amended and Restated 1993 Nonemployee Directors' Stock Option Plan,
the Hugoton Energy Corporation Amended and Restated 1995 Stock Option Plan, the
W. Mark Womble Incentive Stock Option Agreement, the John T. McNabb, II
Nonstatutory Stock Option Agreement and the David S. Elkouri Nonstatutory Stock
Option Agreement (collectively, the "Hugoton Plans").
Listed below are the former Hugoton directors and employees who were
granted Replacement Options covered by this Post-Effective Amendment No. 1, the
number of shares of Common Stock issuable pursuant to such Replacement Options,
the respective exercise prices, and the Hugoton Plans pursuant to which such
options were originally granted.
NAME NUMBER OF SHARES
OF COMMON STOCK EXERCISE PRICE PLAN
Floyd Wilson 81,250 $5.26 3
97,500 $6.15 3
146,250 $7.00 3
Mark Womble 19,500 $5.26 2
16,250 $5.26 6
29,250 $6.15 3
19,500 $7.00 3
19,500 $5.92 2
32,500 $6.54 2
Jimmy Gowens 32,500 $5.26 2
4,875 $5.26 6
26,975 $0.08 2
14,625 $6.15 3
32,500 $5.92 2
6,500 $6.54 3
-2-
3
NAME NUMBER OF SHARES
OF COMMON STOCK EXERCISE PRICE PLAN
Earl Ringeisen 32,500 $5.26 2
3,250 $5.26 6
41,600 $0.08 2
9,750 $6.15 3
32,500 $5.92 2
John McNabb 6,500 $5.72 5
65,000 $7.69 4
6,500 $9.42 1
David Elkouri 6,500 $5.72 5
32,500 $7.69 4
6,500 $9.42 1
6,500 $7.93 5
Alan Andreini 6,500 $5.72 5
13,000 $6.83 5
6,500 $7.93 5
William Macaulay 6,500 $5.72 5
6,500 $7.93 5
Jonathan Linker 6,500 $5.72 5
6,500 $7.93 5
Dallas Dobbs 9,750 $5.26 2
4,875 $5.26 6
14,625 $6.15 3
9,750 $5.92 2
Shane Bayless 3,250 $6.15
9,750 $6.54 2
Randy Click 6,500 $5.26 2
6,500 $6.15 3
6,500 $6.35 3
7,313 $5.92 2
3,250 $7.69 2
David Drummond 65,000 $7.79 6
Mark Grommesh 3,250 $5.26 6
9,750 $6.15 3
6,500 $6.54 3
Ernst Morrison 2,438 $6.15 3
-3-
4
NAME NUMBER OF SHARES
OF COMMON STOCK EXERCISE PRICE PLAN
Les Seibert 1,625 $5.26 6
4,875 $6.15 3
6,500 $6.54 3
Kurt Schweigert 1,625 $6.15 3
Chris Lee 813 $6.15 3
Joe Brougher 813 $5.26 6
2,438 $6.15 3
Julie Wolf 488 $5.26 6
1,463 $6.15 3
Edward Oursler 488 $5.26 6
1,463 $6.15 3
Dennis Frick 488 $5.26 6
1,463 $6.15 3
DJ Freeman 325 $5.26 6
975 $6.15 3
1,950 $6.54 3
Arlene Valliquette 325 $5.26 6
975 $6.15 3
Jo Rhone 325 $5.26 6
975 $6.15 3
Jeff Logan 32,500 $5.26 6
7,800 $0.08 2
32,500 $5.92 2
Richard Stoneburner 6,500 $6.54 2
TOTAL 1,159,768
=========
- --------------------------------------
1 Hugoton Energy Corporation 1993 Nonemployee Directors' Stock Option Plan
2 Hugoton Energy Corporation 1993 Stock Option Plan
3 Hugoton Energy Corporation 1995 Stock Option Plan
4 Hugoton Energy Corporation Nonstatutory Stock Option Agreement dated 11/23/93
and amended 1/12/98
5 Hugoton Energy Corporation Amended and Restated 1993 Nonemployee Directors'
Stock Option Plan
6 Hugoton Energy Corporation Amended and Restated 1995 Stock Option Plan
-4-
5
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to former employees as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the "Securities Act"). These documents
and the documents incorporated by reference herein pursuant to Item 3 of Part II
of this Registration Statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by the Company (File No. 1-13726) pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") are incorporated by reference in this
Registration Statement:
1. Annual Report on Form 10-K for the fiscal year ended June 30, 1997;
2. Quarterly Report on Form 10-Q for the quarter ended September 30,
1997; and
3. Current Reports on Form 8-K filed September 9, 1997, October 1,
1997, October 31, 1997, November 5, 1997, November 6, 1997,
November 20, 1997, December 11, 1997, December 24, 1997, January
15, 1998, January 26, 1998, February 5, 1998, February 13, 1998,
March 5, 1998 (four reports), March 20, 1998 and March 23, 1998.
All documents and reports filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement, and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered by this
Registration Statement have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents or reports. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The General Corporation Act of Oklahoma provides for indemnification of
each of the Company's officers and directors against (a) expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any action, suit or proceeding
brought by reason of his being or having been a director, officer, employee or
agent of the Company, or of any other corporation, partnership, joint venture,
trust or other enterprise at the request of the Company, other than an action by
or in the right of the Company, provided that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the Company, and with respect to any criminal action, he had no reasonable cause
to believe that his conduct was unlawful and (b) expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense or
settlement of any action or suit by or in the right of the Company brought by
reason of his being or having been a director, officer, employee or agent of the
Company, or any other corporation, partnership, joint venture, trust or other
enterprise at the request of the Company, provided that he acted in good faith
and in a manner he reasonably
-5-
6
believed to be in or not opposed to the best interest of the Company, except
that no indemnification shall be made in respect of any claim, issue or matter
as to which he shall have been adjudged liable to the Company, unless and only
to the extent that the court in which such action was decided has determined
that the person is fairly and reasonably entitled to indemnity for such expenses
which the court deems proper. Article VIII of the Company's Certificate of
Incorporation provides for indemnification of the Company's director and
officers. The Oklahoma General Corporation Act also permits the Company to
purchase and maintain insurance on behalf of the Company's directors and
officers against any liability arising out of their status as such, whether or
not the Company 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 Company has entered into indemnity agreements with each of its
directors and executive officers. Under each indemnity agreement, the Company
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 Company 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
Company or an affiliate or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. The payments which the Company will be
obligated to make hereunder 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 Company also provides liability insurance for each of its
directors and executive officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
Exhibit
Number Description of Exhibits
- ------- -----------------------
3.1 Certificate of Incorporation of the Company (incorporated herein by
reference to Exhibit 3.1 to Company's quarterly report on Form 10-Q for
the quarter ended December 31, 1996).
3.2 Amendment to Certificate of Incorporation of the Company filed December
17, 1997.*
3.3 Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
to Company's Registration Statement on Form 8-B (No. 001-137260)).
4.1 Indenture dated as of March 15, 1997 among the Registrant, as issuer,
Chesapeake Operating, Inc., Chesapeake Gas Development Corporation and
Chesapeake Exploration Limited Partnership, as Subsidiary Guarantors,
and United States Trust Company of New York, as Trustee, with respect
to 7 7/8% Senior Notes due 2004. Incorporated herein by reference to
Exhibit No. 4.1 to Registrant's Registration Statement on Form S-4 (No.
333-24995).
4.2 Indenture dated as of March 15, 1997 among the Registrant, as issuer,
Chesapeake Operating, Inc., Chesapeake Gas Development Corporation and
Chesapeake Exploration Limited Partnership, as Subsidiary Guarantors,
and United States Trust Company of New York, as Trustee, with respect
to 8 1/2% Senior Notes due 2012. Incorporated herein by reference to
Exhibit No. 4.3 to Registrant's Registration Statement on Form S-4 (No.
333-24995).
4.3 Indenture dated as of May 15, 1995 among Chesapeake Energy
Corporation, its subsidiaries signatory thereto as Subsidiary
Guarantors and United States Trust Company of New York, as Trustee.
Incorporated herein by reference to Exhibit No. 4.3 to Registrant's
Registration Statement on Form S-4 (No. 33-93718).
4.4 Indenture dated as of April 1, 1996 among Chesapeake Energy
Corporation, its subsidiaries signatory thereto as Subsidiary
Guarantors and United States Trust Company of New York, as Trustee.
Incorporated herein by reference to Exhibit No. 4.6 to Registrant's
Registration Statement on Form S-3 (No. 333-1588).
4.5 Stock Registration Agreement dated May 21, 1992 between Chesapeake
Energy Corporation and various lenders, as amended by First Amendment
thereto dated May 26, 1992. Incorporated herein by reference to
Exhibits 10.26.1 and 10.26.2 to Registrant's Registration Statement on
Form S-1 (No. 33-55600).
5.1 Opinion of Andrews & Kurth L.L.P. regarding the legality of the
securities to be registered.*
23.1 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
Exhibit 5.1 hereto).
23.2 Consent of Coopers & Lybrand L.L.P.*
23.3 Consent of Price Waterhouse LLP.*
23.4 Consent of Williamson Petroleum Consultants, Inc.*
24.1 Power of Attorney (included in the signature pages of the Registration
Statement on Form S-4).
99.1 Hugoton Energy Corporation 1993 Stock Option Plan.*
99.2 Hugoton Energy Corporation Amended and Restated 1993 Nonemployee
Directors' Stock Option Plan.*
99.3 W. Mark Womble Incentive Stock Option Agreement.*
99.4 John T. McNabb, II Nonstatutory Stock Option Agreement.*
99.5 David S. Elkouri Nonstatutory Stock Option Agreement.*
99.6 Hugoton Energy Corporation Amended and Restated 1995 Stock Option
Plan.*
- -------------------------
* Filed herewith
-6-
7
Item 9. Undertakings.
(a) 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 in 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 a 20 percent 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 (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, 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
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
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 asserted by such
director, officer or controlling person in connection 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
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
-7-
8
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
the requirements for filing this Post-Effective Amendment No. 1 to Form S-4
Registration Statement on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma on March 24, 1998.
CHESAPEAKE ENERGY CORPORATION
By: /s/ Aubrey K. McClendon
-----------------------------------
Aubrey K. McClendon
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this Post-Effective
Amendment No. 1 to Form S-4 Registration Statement on Form S-8 has been signed
by the following persons in the capacities indicated on March 24, 1998.
Name Title
/s/ Aubrey K. McClendon Chairman of the Board of Directors, Chief Executive
- -------------------------- Officer and Director (Principal Executive Officer)
Aubrey K. McClendon
* President, Chief Operating Officer
- -------------------------- and Director (Principal Executive Officer)
Tom L. Ward
/s/ Marcus C. Rowland Senior Vice President-Finance and
- -------------------------- Chief Financial Officer (Principal Financial Officer)
Marcus C. Rowland
* Controller (Principal Accounting Officer)
- --------------------------
Ronald A. Lefaive
* Director
- --------------------------
Edgar F. Heizer, Jr.
* Director
- --------------------------
Breene M. Kerr
* Director
- --------------------------
Shannon T. Self
* Director
- --------------------------
Frederick B. Whittemore
* Director
- --------------------------
Walter C. Wilson
*Marcus C. Rowland, by signing his name hereto, signs this document on behalf of
each of the persons indicated above pursuant to the powers of attorney duly
executed by such persons and set forth on the signature page of the Registration
Statement filed with the Securities and Exchange Commission on February 11,
1998.
By: /s/ Marcus C. Rowland
-----------------------------------
Marcus C. Rowland, attorney-in-fact
-8-
9
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
- ------- -----------------------
3.1 Certificate of Incorporation of the Company (incorporated herein by
reference to Exhibit 3.1 to Company's quarterly report on Form 10-Q for
the quarter ended December 31, 1996).
3.2 Amendment to Certificate of Incorporation of the Company filed December
17, 1997.*
3.3 Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
to Company's Registration Statement on Form 8-B (No. 001-137260)).
4.1 Indenture dated as of March 15, 1997 among the Registrant, as issuer,
Chesapeake Operating, Inc., Chesapeake Gas Development Corporation and
Chesapeake Exploration Limited Partnership, as Subsidiary Guarantors,
and United States Trust Company of New York, as Trustee, with respect
to 7 7/8% Senior Notes due 2004. Incorporated herein by reference to
Exhibit No. 4.1 to Registrant's Registration Statement on Form S-4 (No.
333-24995).
4.2 Indenture dated as of March 15, 1997 among the Registrant, as issuer,
Chesapeake Operating, Inc., Chesapeake Gas Development Corporation and
Chesapeake Exploration Limited Partnership, as Subsidiary Guarantors,
and United States Trust Company of New York, as Trustee, with respect
to 8 1/2% Senior Notes due 2012. Incorporated herein by reference to
Exhibit No. 4.3 to Registrant's Registration Statement on Form S-4 (No.
333-24995).
4.3 Indenture dated as of May 15, 1995 among Chesapeake Energy
Corporation, its subsidiaries signatory thereto as Subsidiary
Guarantors and United States Trust Company of New York, as Trustee.
Incorporated herein by reference to Exhibit No. 4.3 to Registrant's
Registration Statement on Form S-4 (No. 33-93718).
4.4 Indenture dated as of April 1, 1996 among Chesapeake Energy
Corporation, its subsidiaries signatory thereto as Subsidiary
Guarantors and United States Trust Company of New York, as Trustee.
Incorporated herein by reference to Exhibit No. 4.6 to Registrant's
Registration Statement on Form S-3 (No. 333-1588).
4.5 Stock Registration Agreement dated May 21, 1992 between Chesapeake
Energy Corporation and various lenders, as amended by First Amendment
thereto dated May 26, 1992. Incorporated herein by reference to
Exhibits 10.26.1 and 10.26.2 to Registrant's Registration Statement on
Form S-1 (No. 33-55600).
5.1 Opinion of Andrews & Kurth L.L.P. regarding the legality of the
securities to be registered.*
23.1 Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
Exhibit 5.1 hereto).
23.2 Consent of Coopers & Lybrand L.L.P.*
23.3 Consent of Price Waterhouse LLP.*
23.4 Consent of Williamson Petroleum Consultants, Inc.*
24.1 Power of Attorney (included in the signature pages of the Registration
Statement on Form S-4).
99.1 Hugoton Energy Corporation 1993 Stock Option Plan.*
99.2 Hugoton Energy Corporation Amended and Restated 1993 Nonemployee
Directors' Stock Option Plan.*
99.3 W. Mark Womble Incentive Stock Option Agreement.*
99.4 John T. McNabb, II Nonstatutory Stock Option Agreement.*
99.5 David S. Elkouri Nonstatutory Stock Option Agreement.*
99.6 Hugoton Energy Corporation Amended and Restated 1995 Stock Option
Plan.*
- -------------------------
* Filed herewith