1 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- CHESAPEAKE ENERGY CORPORATION (Exact name of registrant as specified in its charter) --------------------- DELAWARE 73-1395733 - -------------------------------------------- ------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6100 NORTH WESTERN AVENUE AUBREY K. MCCLENDON OKLAHOMA CITY, OKLAHOMA 73118 CHIEF EXECUTIVE OFFICER (405) 848-8000 6100 NORTH WESTERN AVENUE - -------------------------------------------- OKLAHOMA CITY, OKLAHOMA 73118 (Address, including zip code, and telephone (405) 848-8000 number, including area code, of registrant's ------------------------------------------- principal executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: THEODORE M. ELAM, ESQ. G. MICHAEL O'LEARY, ESQ. MCAFEE & TAFT ANDREWS & KURTH A PROFESSIONAL CORPORATION 600 TRAVIS, SUITE 4200 211 NORTH ROBINSON, SUITE 1000 HOUSTON, TEXAS 77002 OKLAHOMA CITY, OKLAHOMA 73102 (713) 220-4200 (405) 235-9621 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [X] No. 333-14973 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE ========================================================================================================= PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM OFFERING AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF SECURITIES TO BE PRICE PER OFFERING REGISTRATION TO BE REGISTERED REGISTERED UNIT(1) PRICE(1) FEE(2) - --------------------------------------------------------------------------------------------------------- Common Stock, Par Value $0.10 per share................ 748,500 Shares(3) $67.25 $50,336,625 $15,254 ========================================================================================================= (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933. (2) Calculated in accordance with Rule 457. (3) These shares are in addition to the 3,737,500 registered pursuant to Registration Statement No. 333-14973 for which a filing fee of $76,312 has been paid. --------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================
2 EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Reg. No. 333-14973) filed by Chesapeake Energy Corporation (the "Company"), with the Securities and Exchange Commission on October 28, 1996, as amended by Amendment No. 1 thereto filed on November 19, 1996 (the "Earlier Registration Statement"), which was declared effective on November 19, 1996, are incorporated herein by reference. The form of prospectus contained in the Earlier Registration Statement will reflect the aggregate number of shares registered in this Registration Statement and the Earlier Registration Statement.
3 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 of the requirements for filing on Form S-3 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 the 19th day of November, 1996. 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 Registration Statement has been signed by the following persons in the capacities indicated on November 19, 1996. /s/ AUBREY K. McCLENDON TOM L. WARD* - -------------------------------------------- -------------------------------------------- Aubrey K. McClendon, Chairman of the Board Tom L. Ward, President and Director and Chief Executive Officer (Principal Executive Officer) MARCUS C. ROWLAND* RONALD A. LEFAIVE* - -------------------------------------------- -------------------------------------------- Marcus C. Rowland, Vice President -- Finance Ronald A. Lefaive, Controller (Principal and Chief Financial Officer Accounting Officer) (Principal Financial Officer) E. F. HEIZER, JR.* BREENE M. KERR* - -------------------------------------------- -------------------------------------------- E. F. Heizer, Jr., Director Breene M. Kerr, Director SHANNON SELF* FREDERICK B. WHITTEMORE* - -------------------------------------------- -------------------------------------------- Shannon Self, Director Frederick B. Whittemore, Director WALTER C. WILSON* - -------------------------------------------- Walter C. Wilson, Director *By: /s/ AUBREY K. McCLENDON - -------------------------------------------- Aubrey K. McClendon Attorney-in-Fact for such persons pursuant to power of attorney filed as an exhibit to the Registration Statement on Form S-3 (333-14973) of Chesapeake Energy Corporation
4 INDEX TO EXHIBITS NUMBER DESCRIPTION - -------------------- ------------------------------------------------------------------- 1* -- Form of Underwriting Agreement 5 -- Opinion of McAfee & Taft A Professional Corporation, as to the legality of the securities being registered. 23.1 -- Consent of Price Waterhouse LLP. 23.2 -- Consent of Cooper & Lybrand L.L.P. 23.3* -- Consent of Williamson Petroleum Consultants, Inc. 23.4 -- Consent of McAfee & Taft A Professional Corporation, included as part of Exhibit 5. 14* -- Power of Attorney - --------------- * Incorporated by reference to the Company's Registration Statement on Form S-3, as amended, Registration Statement No. 333-14973.
1 EXHIBIT 5 LAW OFFICES MCAFEE & TAFT A PROFESSIONAL CORPORATION TENTH FLOOR, TWO LEADERSHIP SQUARE 211 NORTH ROBINSON OKLAHOMA CITY, OKLAHOMA 73102-7101 (405) 235-9621 FAX (405) 235-0439 November 19, 1996 Chesapeake Energy Corporation 6104 North Western Oklahoma City, Oklahoma 73118 Gentlemen: We have reviewed the Certificate of Incorporation of Chesapeake Energy Corporation, a Delaware corporation (the "Company"), as amended, and the Company's By-laws, as amended, the Company's Registration Statement on Form S-3, Registration No. 333-14973, and the Company's Registration Statement on Form S-3 to be filed pursuant to Rule 462(b) (the "Registration Statement"), to be filed with the Securities and Exchange Commission on November 19, 1996, relating to a proposed public offering of an additional maximum of 748,500 shares of the Company's Common Stock, par value $.10 ("Common Stock") and have generally conducted such investigations as we have deemed appropriate to satisfy ourselves with respect to the opinions expressed herein. Based upon the foregoing, it is our opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Delaware, with full power and authority to own its properties and to conduct its business as described in the preliminary prospectus contained in the Registration Statement. 2. Upon the consummation of the purchase of the shares of Common Stock by the Underwriters pursuant to the terms of the Underwriting Agreement, a copy of which is included as Exhibit 1 to the Registration Statement, the shares of Common Stock described in, and to be issued upon the terms contained in, the Registration Statement will have been validly authorized, duly issued under the Securities Act and, when issued, will be fully paid and non-assessable. Consent is hereby given to the inclusion of this opinion in the Registration Statement as part of an application for registration of the Common Stock with the Securities and Exchange Commission and with each and any state regulatory body or commission, and to the use of our name in any prospectus in connection therewith. Very truly yours, McAFEE & TAFT A PROFESSIONAL CORPORATION
1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-3 of Chesapeake Energy Corporation (the "Company"), being filed pursuant to Rule 462(b) of the Securities Act of 1933, of (a) our report on the financial statements of the Company dated September 20, 1995, which appears in such Prospectus, and (b) our report on the financial statements of Chesapeake Exploration Limited Partnership ("CEX") dated September 20, 1995, which appears in such Prospectus. We also consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of (a) our report dated September 20, 1995 with respect to the consolidated financial statements of the Company appearing on Page 29 of the Company's Annual Report on Form 10-K for the year ended June 30, 1996, and (b) our report dated September 20, 1995 with respect to the financial statements of CEX appearing on page 61 of the Company's Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such prospectus. PRICE WATERHOUSE LLP Houston, Texas November 15, 1996
1 EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the inclusion in the Prospectus constituting part of this Registration Statement on Form S-3 of Chesapeake Energy Corporation (the "Company") being filed pursuant to Rule 462(b) of (a) our report on the consolidated financial statements of the Company dated September 13, 1996, which appears in such Prospectus and (b) our report on the financial statements of Chesapeake Exploration Limited Partnership ("CEX") dated September 13, 1996, which appears in such Prospectus. We also consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of (a) our report on the consolidated financial statements of the Company dated September 13, 1996 appearing on page 28 of the Company's Annual Report on Form 10-K for the year ended June 30, 1996 and (b) our report on the financial statements of CEX dated September 13, 1996 appearing on page 60 of the Company's Annual Report on Form 10-K for the year ended June 30, 1996. We also consent to the reference to us under the heading "Experts" in such Prospectus. COOPERS & LYBRAND L.L.P. Oklahoma City, Oklahoma November 15, 1996