As filed with the Securities and Exchange Commission on November 19, 2001
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)
<Table>
OKLAHOMA 73-1395733
(State of incorporation or organization) (I.R.S. Employer Identification No.)
6100 NORTH WESTERN AVENUE
OKLAHOMA CITY, OKLAHOMA 73118
(Address of principal executive offices) (Zip Code)
</Table>
----------
<Table>
If this Form relates to the registration of If this Form relates to the registration of
a class of securities pursuant to Section a class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), check pursuant to General Instruction A.(d), check
the following box. [ ] the following box. [ ]
</Table>
Securities Act registration statement file number to which this form relates:
333-61648
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
8 1/8% Senior Notes due 2011 and guarantees thereof New York Stock Exchange
</Table>
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
* Includes certain subsidiaries of Chesapeake Energy Corporation identified
on the following pages.
<Table>
THE AMES COMPANY, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1470082
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1528271
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE ENERGY LOUISIANA CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1524569
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1384282
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE LOUISIANA, L.P.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1519126
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE MOUNTAIN FRONT CORP.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1238619
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE OPERATING, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1343196
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
DELAWARE 73-1565350
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE ROYALTY COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 73-1549744
(State of incorporation or organization) (I.R.S. Employer Identification No.)
</Table>
2
<Table>
CHESAPEAKE-STAGHORN ACQUISITION L.P.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1612854
(State of incorporation or organization) (I.R.S. Employer Identification No.)
GOTHIC ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 22-2663839
(State of incorporation or organization) (I.R.S. Employer Identification No.)
GOTHIC PRODUCTION CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1539475
(State of incorporation or organization) (I.R.S. Employer Identification No.)
NOMAC DRILLING CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1606317
(State of incorporation or organization) (I.R.S. Employer Identification No.)
</Table>
3
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The securities to be registered consist of $800,000,000 principal
amount of 8 1/8% Senior Notes due 2011 (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 Energy Louisiana
Corporation, Chesapeake Exploration Limited Partnership, Chesapeake Louisiana,
L.P., Chesapeake Mountain Front Corp., Chesapeake Operating, Inc., Chesapeake
Panhandle Limited Partnership, Chesapeake Royalty Company, Chesapeake - Staghorn
Acquisition L.P., Gothic Energy Corporation, Gothic Production Corporation, and
Nomac Drilling Corporation (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 the
New Notes" in the Prospectus forming a part of the Co-Registrants' registration
statement on Form S-4 (No. 333-61648). Such Prospectus was filed with the
Commission by the Co-Registrants pursuant to Rule 424(b)(3) under the Securities
Act of 1933 on June 8, 2001.
ITEM 2. EXHIBITS
The following exhibits are filed pursuant to Instruction II to Item 2:
Exhibit No. Description
1. Indenture dated as of April 6, 2001 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 4.6 to
Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 2001.
2. Supplemental Indenture dated May 14, 2001. Incorporated herein
by reference to Exhibit 4.6 to Registrant's quarterly report
on Form 10-Q for the quarter ended March 31, 2001.
3. Second Supplemental Indenture dated September 12, 2001.
Incorporated herein by reference to Exhibit 4.3.1 to
Registrant's quarterly report on Form 10-Q for the quarter
ended September 30, 2001.
4. Third Supplemental Indenture dated October 1, 2001.
Incorporated herein by reference to Exhibit 4.3.2 to
Registrant's quarterly report on Form 10-Q for the quarter
ended September 30, 2001.
5. Specimen of 8 1/8% Senior Note. Included as Exhibit A-1 to the
Indenture filed herewith as Exhibit 1.
4
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, thereto duly authorized.
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. MCCLENDON
---------------------------------------------
Aubrey K. McClendon, Chairman and
Chief Executive Officer
THE AMES COMPANY, INC.
CHESAPEAKE ACQUISITION CORPORATION
CHESAPEAKE ROYALTY CORPORATION
For each of the above:
By: /s/ AUBREY K. MCCLENDON
---------------------------------------------
Aubrey K. McClendon, President
CHESAPEAKE ENERGY LOUISIANA CORPORATION
CHESAPEAKE MOUNTAIN FRONT CORP.
CHESAPEAKE OPERATING, INC.
GOTHIC ENERGY CORPORATION
GOTHIC PRODUCTION CORPORATION
NOMAC DRILLING CORPORATION
For each of the above:
By: /s/ AUBREY K. MCCLENDON
---------------------------------------------
Aubrey K. McClendon, Chief Executive Officer
CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP
CHESAPEAKE LOUISIANA, L.P.
CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP
CHESAPEAKE-STAGHORN ACQUISITION L.P.
For each of the above:
By: Chesapeake Operating, Inc.
General Partner
By: /s/ AUBREY K. MCCLENDON
---------------------------------------------
Aubrey K. McClendon, Chief Executive Officer
Date: November 19, 2001
5