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) July 1, 2002 (June 28, 2002)
CHESAPEAKE ENERGY CORPORATION
-------------------------------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Oklahoma 1-13726 73-1395733
-------------------------------------------------------------------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
6100 North Western Avenue, Oklahoma City, Oklahoma 73118
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(405) 848-8000
-------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
Chesapeake Energy Corporation ("Chesapeake") issued a Press Release on
June 28, 2002 announcing the completion of the acquisition of Canaan Energy
Corporation and declaring a quarterly cash dividend on its preferred stock. The
following was included in the Press Release:
CHESAPEAKE ENERGY CORPORATION COMPLETES ACQUISITION
OF CANAAN ENERGY CORPORATION AND DECLARES QUARTERLY
CASH DIVIDEND ON PREFERRED STOCK
OKLAHOMA CITY, OKLAHOMA, June 28, 2002 -- Chesapeake Energy Corporation
(NYSE:CHK) and Canaan Energy Corporation (NASDAQ:KNAN) today announced the
completion of Chesapeake's acquisition of Canaan. Shareholders of Canaan
overwhelmingly approved the transaction at a special shareholder meeting held
earlier today with more than 99% of shares voted being cast in favor of the
transaction. As a result of the acquisition, trading of Canaan's stock will
cease effective with the close of NASDAQ trading today.
In addition, Chesapeake today announced that its Board of Directors has declared
a regular quarterly cash dividend on Chesapeake's 6.75% Cumulative Convertible
Preferred Stock, par value $.01. The dividend for the preferred stock is payable
on August 15, 2002 to shareholders of record on August 1, 2002 at the rate of
$0.84375 per share. Chesapeake has 2,998,000 shares of preferred stock
outstanding with a liquidation value of $150 million.
Chesapeake Energy Corporation is one of the largest independent natural gas
producers in the U.S. Headquartered in Oklahoma City, the company's operations
are focused on developmental drilling and property acquisitions in the
Mid-Continent region of the United States. The company's Internet address is
www.chkenergy.com.
This document contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Forward-looking statements include estimates and give our current
expectations or forecasts of future events. They are based on our historical
operating trends, our existing commodity hedging position and our current
estimate of proved reserves. Although we believe our forward-looking statements
are reasonable, they can be affected by inaccurate assumptions or by known or
unknown risks and uncertainties. For example, statements concerning the fair
values of derivative contracts and their estimated contribution to our future
results of operations are based upon market information as of a specific date.
These market prices are subject to significant volatility. Factors that could
cause actual operating and financial results to differ materially from expected
results include the volatility of oil and gas prices, our substantial
indebtedness, our commodity price risk management activities, the cost and
availability of drilling and production services, our ability to replace
reserves, the availability of capital, uncertainties inherent in evaluating our
own reserves and the reserves we acquire, drilling and operating risks and other
risk factors described in the company's 2001 annual report on Form 10-K and
subsequent filings with the Securities and Exchange Commission.
ITEM 9. REGULATION FD DISCLOSURE
The following was included in the Press Release:
Aubrey K. McClendon, Chairman and Chief Executive Officer, commented, "We are
extremely pleased with the results of the shareholder vote and our acquisition
of Canaan. We believe Canaan assets fit perfectly with Chesapeake's business
strategy of creating value by acquiring and developing low-cost, long-lived
natural gas assets in the Mid-Continent region of the U.S. With the estimated
100 billion cubic feet of natural gas equivalent of proved reserves acquired in
this transaction and the success of our drilling program during the first half
of 2002, we believe Chesapeake's proved reserves have increased to more than two
trillion cubic feet of natural gas equivalent, one of the largest inventories of
onshore natural gas among independent producers."
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, thereunto duly authorized.
CHESAPEAKE ENERGY CORPORATION
By: /s/ Aubrey K. McClendon
----------------------------
Aubrey K. McClendon
Chairman of the Board and
Chief Executive Officer
Dated: July 1, 2002