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 24, 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 CFR230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.03 - AMENDMENT TO ARTICLES OF INCORPORATION
Effective November 24, 2004, Chesapeake Energy Corporation (the "Company")
filed a Certificate of Elimination with the Oklahoma Secretary of State retiring
600,000 shares of our 6.00% Cumulative Convertible Preferred Stock, par value
$0.01 per share. Such shares of 6.00% Preferred Stock were acquired by the
Company as the result of a privately negotiated exchange with a holder of the
Preferred Stock for 3,225,000 shares of the Company's Common Stock, par value
$0.01 per share, by the holder. The Certificate of Elimination is attached
hereto as exhibit 3.1.
Effective November 24, 2004, Chesapeake Energy Corporation (the "Company") filed
a Certificate of Elimination with the Oklahoma Secretary of State retiring
2,714,200 shares of our 6.75% Cumulative Convertible Preferred Stock, par value
$0.01 per share. Such shares of 6.75% Preferred Stock were acquired by the
Company as the result of conversions of the Preferred Stock into the Company's
Common Stock, par value $0.01 per share. The Certificate of Elimination is
attached hereto as exhibit 3.2.
ITEM 9.01 - EXHIBITS
(c) Exhibits
EXHIBIT NO. DOCUMENT DESCRIPTION
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3.1 Certificate of Elimination
3.2 Certificate of Elimination
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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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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
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3.1 Certificate of Elimination
3.2 Certificate of Elimination
4