SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
CHESAPEAKE ENERGY CORPORATION
(Name of Issuer)
6.75% Cumulative Convertible Preferred Stock
(Title of Class of Securities)
165167 50 3
(CUSIP Number)
Shannon Self, Esquire
Commercial Law Group, P.C.
2725 Oklahoma Tower
210 Park Avenue
Oklahoma City, Oklahoma 73102
(405) 232-3001
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30, 2003
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 16517 50 3
(1) Names of Reporting Persons, I.R.S. Identification Aubrey K. McClendon
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
(3) SEC Use Only
(4) Source of Funds (See Instructions) PF
(5) Check if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization USA
------------------------------------------------------
Number of Shares (7) Sole Voting Power 237,750
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Disposition 237,750
Person With: (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each 237,750
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes [x]
Certain Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 7.93%
(14) Type of Reporting Person (See Instructions) IN
2
CUSIP NO. 16517 50 3
(1) Names of Reporting Persons, I.R.S. Identification Tom L. Ward
Nos. of Above Persons (entities only)
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [ ]
(3) SEC Use Only
(4) Source of Funds (See Instructions) PF
(5) Check if Disclosure of Legal Proceedings is [ ]
Required Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization USA
--------------------------------------------------------
Number of Shares (7) Sole Voting Power 237,750
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Disposition 237,750
Person With: (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each 237,750
Reporting Person
(12) Check if the Aggregate Amount in Row (11) [x]
Excludes Certain Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 7.93%
(14) Type of Reporting Person (See Instructions) IN
3
CUSIP NO. 16517 50 3
Preliminary Statement
This Amendment No. 1 to Schedule 13D amends and restates the Schedule 13D
dated May 16, 2003 filed by Aubrey K. McClendon and Tom L.Ward. Mr. McClendon
and Mr. Ward are referred to herein as the "Reporting Persons". Mr. McClendon
and Mr. Ward each disclaim beneficial ownership of the shares held by the other
Reporting Person.
Item 1. Security and Issuer.
--------------------
This Schedule 13D relates to the 6.75% Cumulative Convertible Preferred
Stock, par value $.01 per share and liquidation preference $50 per
share (the "Preferred Stock"), of Chesapeake Energy Corporation, an
Oklahoma corporation (the "Company") having its principal executive
offices at 6100 North Western Avenue, Oklahoma City, Oklahoma 73118.
Each share of Preferred Stock is convertible into 6.4935 shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock").
Item 2. Identity and Background.
------------------------
(a)-(c)
Aubrey K. McClendon
-------------------
Mr. McClendon is the Chairman of the Board and Chief Executive Officer
of the Company, having a business address of 6100 North Western Avenue,
Oklahoma City, Oklahoma 73118. The Company is engaged in oil and gas
exploration and development.
Tom L. Ward
-----------
Mr. Ward is the President and Chief Operating Officer of the Company,
having a business address of 6100 North Western Avenue, Oklahoma City,
Oklahoma 73118. The Company is engaged in oil and gas exploration and
development.
(d) During the past five (5) years, no Reporting Person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the past five (5) years, no Reporting Person has been a
party to a civil proceeding of a judicial or an administrative body of
competent jurisdiction as a result of which a Reporting Person is, or
was, subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activity subject to, federal
or state securities laws or finding any violation with respect to such
laws.
(f) Each Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Mr. McClendon and Mr. Ward have each acquired 211,500 shares of
Preferred Stock through open market purchases using their own funds.
4
CUSIP NO. 16517 50 3
Item 4. Purpose of Transaction.
-----------------------
Each of Mr. McClendon and Mr. Ward acquired the shares of Preferred
Stock reported in this Schedule 13D for investment purposes and each
presently intends to add to his Preferred Stock and common stock
position, subject to availability and price of the shares. Although
neither has a present intention to do so, in the future Mr. McClendon
or Mr. Ward may dispose of any of the securities of the Company he
owns. Mr. McClendon and Mr. Ward are each members of the Company's
Board of Directors and as such may participate as a director in
decisions by the Board of Directors enumerated in paragraphs (a)
through (j) of Item 4 of Schedule 13D. Other than Mr. McClendon's and
Mr. Ward's participation on the Board of Directors and except as
otherwise disclosed in this Item 4, none of the Reporting Persons has
any present plans or intentions relating to the transactions described
in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
The aggregate percentage of shares of Preferred Stock reported as
beneficially owned by each Reporting Person was computed based upon
2,998,000 shares of Preferred Stock outstanding.
(a) The following table sets forth the aggregate number of shares of
Preferred Stock and percentage of the class beneficially owned by the
Reporting Persons:
Person Amount Percent
------ ------ -------
Aubrey K. McClendon 237,750 7.93%
Tom L. Ward 237,750 7.93%
---------------------
5
CUSIP NO. 16517 50 3
(b) The following table sets forth for each Reporting Person identified
under paragraph (a), the number of shares of Preferred Stock as to
which the person has (1) the sole power to vote or direct the voting,
(2) shared power to vote or direct the voting, (3) the sole power to
dispose or to direct the disposition, or (4) shared power to dispose or
to direct the disposition:
Sole Voting and Shared Voting and
Person or Entity Power of Disposition Power of Disposition
---------------- -------------------- --------------------
Aubrey K. McClendon 237,750 0
Tom L. Ward 237,750 0
---------------------
(c) During the sixty days prior to the date of this Schedule 13D, the
following transactions were effected in the Preferred Stock by each
Reporting Person:
----------------- ---------------- -------------- ---------------------
McClendon Ward Price per
Date Shares Shares Preferred Share
----------------- ---------------- -------------- ---------------------
----------------- ---------------- -------------- ---------------------
5/14/03 50,000 50,000 $72.12
----------------- ---------------- -------------- ---------------------
----------------- ---------------- -------------- ---------------------
5/16/03 500 500 $73.51
----------------- ---------------- -------------- ---------------------
----------------- ---------------- -------------- ---------------------
5/16/03 25,000 25,000 $73.99
----------------- ---------------- -------------- ---------------------
----------------- ---------------- -------------- ---------------------
5/20/03 35,000 35,000 $73.63
----------------- ---------------- -------------- ---------------------
----------------- ---------------- -------------- ---------------------
5/22/03 71,000 71,000 $77.72
----------------- ---------------- -------------- ---------------------
----------------- ---------------- -------------- ---------------------
5/23/03 30,000 30,000 $77.64
----------------- ---------------- -------------- ---------------------
----------------- ---------------- -------------- ---------------------
5/30/03 26,250 26,250 $77.654
----------------- ---------------- -------------- ---------------------
----------------- ---------------- -------------- ---------------------
(d) See Item 6, below.
(e) Not applicable.
Item 6. Contracts, Agreements, Underwritings or Relationships With Respect to
- ------------------------------------------------------------------------------
Securities of the Issuer.
- -------------------------
The shares covered by this Schedule 13D have been pledged as security
for the performance of financial obligations each Reporting Person may
have from time to time pursuant to energy trading transactions with
Kaiser-Francis Oil Company. As a result, the shares may be subject to
transfer if there is a default in the obligations secured by the
parties' oral pledge agreement.
Item 7. Materials to be Filed as Exhibits.
----------------------------------
1. Joint Filing Agreement.
6
CUSIP NO. 16517 50 3
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DATED: June 9, 2003.
/s/ Aubrey K. McClendon
----------------------------------
AUBREY K. McCLENDON, an individual
/s/ Tom L. Ward
-----------------------------------
TOM L. WARD, an individual
7
INDEX TO EXHIBITS
-----------------
Exhibit
No. Description Method of Filing
------- ----------- ----------------
99.1 Joint Filing Agreement Filed herewith electronically
8
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree that the attached Schedule 13D is filed
on behalf of each of them. The undersigned agree to the joint filing of such
Schedule 13D and all amendments thereto and further agree as follows:
Each of the undersigned is responsible for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but neither of the
undersigned is responsible for the completeness or accuracy of the information
concerning the other person executing this joint filing agreement, unless he
knows or has reason to believe that such information concerning the other person
is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on
June 9, 2003.
/s/ Aubrey K. McClendon
----------------------------------
AUBREY K. McCLENDON, an individual
/s/ Tom L. Ward
----------------------------------
TOM L. WARD, an individual