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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November 30, 2004 (November 23, 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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.1425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 3 - Securities and Trading Markets
ITEM 3.02 - Unregistered Sales of Equity Securities
Effective November 18, 2004, Chesapeake Energy Corporation (the "Company")
entered into an unsolicited transaction with a holder of the Company's 6.00%
Cumulative Convertible Preferred Stock, par value $0.01 per share, to issue
3,225,000 shares of the Company's Common Stock, par value $0.01 per share, in
exchange for 600,000 shares of the Company's 6.00% preferred stock, representing
13% or $30 million of the aggregate outstanding liquidation value of the
Company's 6.00% preferred stock. The transaction closed on November 23, 2004 and
the 600,000 shares of 6.00% preferred stock were retired upon receipt. The
issuance of the shares of common stock in this transaction was exempt from
registration under the Securities Act of 1933 pursuant to Rule 3(a)(9) under the
Securities Act.
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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, hereunto duly authorized.
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. MCCLENDON
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Aubrey K. McClendon
Chairman of the Board and
Chief Executive Officer
Dated: November 30, 2004
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