UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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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SEPTEMBER 29, 2004 (SEPTEMBER 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))
This report amends our Current Report on Form 8-K filed September 28, 2004.
It is filed solely for the purpose of filing the Certificate of Elimination
referred to therein as an exhibit.
ITEM 9.01 - EXHIBITS
EXHIBIT NO. DOCUMENT DESCRIPTION
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3.1 Certificate of Elimination
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SIGNATURES
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: September 29, 2004
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CERTIFICATE OF ELIMINATION
Chesapeake Energy Corporation (the "Corporation"), a corporation
organized and existing under the Oklahoma General Corporation Act,
DOES HEREBY CERTIFY:
FIRST: That the Corporation has acquired 283,600 shares of its 6.75%
Cumulative Convertible Preferred Stock, par value $.01 per share (the "Acquired
Shares") through conversion by the holder.
SECOND: That the Board of Directors of the Corporation has adopted
resolutions retiring the Acquired Shares.
THIRD: That the Certificate of Designation for the 6.75% Cumulative
Convertible Preferred Stock (the "Certificate of Designation") prohibits the
reissuance of shares when so retired and, pursuant to the provisions of Section
1078 of the Oklahoma General Corporation Act, upon the date of the filing of
this Certificate of Elimination, the Certificate of Designation shall be amended
so as to reduce the number of authorized shares of the 6.75% Cumulative
Convertible Preferred Stock by 283,600 shares, being the total number of the
Acquired Shares retired by the Board of Directors. Accordingly, the number of
authorized but undesignated shares of preferred stock of the Company shall be
increased by 283,600 shares. The retired Acquired Shares have a par value of
$.01 per share and an aggregate par value of $2,836.00.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by its Treasurer and Senior Vice President - Human Resources and
attested to by its Secretary, this 21st day of September, 2004.
CHESAPEAKE ENERGY CORPORATION
By: /S/ MARTHA A BURGER
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Martha A. Burger
Treasurer and
Senior Vice President - Human Resources
ATTEST:
/S/ JENNIFER M. GRIGSBY
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Jennifer M. Grigsby
Secretary