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McClendon Aubrey K, et al. – ‘SC 13D/A’ on 3/10/97 re: Chesapeake Energy Corp

As of:  Monday, 3/10/97   ·   Accession #:  909334-97-47   ·   File #:  5-43515

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/10/97  McClendon Aubrey K                SC 13D/A               6:74K  Chesapeake Energy Corp            McAfee & Taft A… Corp/FA
          Chesapeake Investments, An Oklahoma Limited Partnership
          McClendon Aubrey K
          TLW Investments, Inc.
          Tom L. Ward

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           8     49K 
                          Ownership                                              
 6: EX-99.10    Miscellaneous Exhibit                                  1      6K 
 2: EX-99.6     Miscellaneous Exhibit                                  5±    23K 
 3: EX-99.7     Miscellaneous Exhibit                                  5±    23K 
 4: EX-99.8     Miscellaneous Exhibit                                  5±    22K 
 5: EX-99.9     Miscellaneous Exhibit                                  5±    22K 


SC 13D/A   —   Amendment to General Statement of Beneficial Ownership
Document Table of Contents

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11st Page   -   Filing Submission
"Schedule 13D
6Item 1. Security and Issuer
"Item 2. Identity and Background
"Item 3. Source and Amount of Funds or Other Consideration
"Item 4. Purpose of Transaction
"Item 5. Interest in Securities of the Issuer
"Item 6. Contracts, Agreements, Underwritings or Relationships With Respect to Securities of the Issuer
"Item 7. Materials to be Filed as Exhibits
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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) Common Stock, par value $.01 _____________________________ (Title of Class of Securities) 165167 10 7 _____________ (CUSIP Number) Shannon Self, Esquire Self, Giddens & Lees, Inc. 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) February 10, 1997 _____________________ (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(b)(3) or (4), check the following box. [ ] Note: Six (6) copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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).
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CUSIP NO. 165167 10 7 (1) Names of Reporting Persons, Aubrey K. McClendon S.S. or I.R.S. Identification 499-50-7198 Nos. of Above Persons (2) Check the Appropriate Box if (a) [x] a Member of a Group (See (b) [ ] Instructions) (3) SEC Use Only (4) Source of Funds (See Instruc- OO tions) (5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organi- USA zation (7) Sole Voting Power 10,343,706 Number of Shares (8) Shared Voting Power 508,560 Beneficially Owned by Each (9) Sole Dispositive 10,343,706 Reporting Person Power With: (10) Shared Dispositive 508,560 Power (11) Aggregate Amount Beneficially 10,852,226 Owned by Each Reporting Person (12) Check if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented 15.45% by Amount in Row (11) (14) Type of Reporting Person (See IN Instructions)
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CUSIP NO. 165167 10 7 (1) Names of Reporting Persons, Chesapeake Investments, S.S. or I.R.S. Identification an Oklahoma Limited Nos. of Above Persons Partnership 73-1132104 (2) Check the Appropriate Box if (a) [x] a Member of a Group (See (b) [ ] Instructions) (3) SEC Use Only (4) Source of Funds (See Instruc- Not applicable tions) (5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organi- Oklahoma zation (7) Sole Voting Power 0 Number of Shares (8) Shared Voting Power 508,560 Beneficially Owned by Each (9) Sole Dispositive 0 Reporting Person Power With: (10) Shared Dispositive 508,560 Power (11) Aggregate Amount Beneficially 508,560 Owned by Each Reporting Person (12) Check if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented .73% by Amount in Row (11) (14) Type of Reporting Person (See PN Instructions)
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CUSIP NO. 165167 10 7 (1) Names of Reporting Persons, Tom L. Ward S.S. or I.R.S. Identification 442-66-8110 Nos. of Above Persons (2) Check the Appropriate Box if (a) [x] a Member of a Group (See (b) [ ] Instructions) (3) SEC Use Only (4) Source of Funds (See Instruc- OO tions) (5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organi- USA zation (7) Sole Voting Power 9,239,942 Number of Shares (8) Shared Voting Power 1,846,860 Beneficially Owned by Each (9) Sole Dispositive 9,239,942 Reporting Person Power With: (10) Shared Dispositive 1,846,860 Power (11) Aggregate Amount Beneficially 11,086,802 Owned by Each Reporting Person (12) Check if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented 15.79% by Amount in Row (11) (14) Type of Reporting Person (See IN Instructions)
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CUSIP NO. 165167 10 7 (1) Names of Reporting Persons, TLW Investments, Inc. S.S. or I.R.S. Identification 73-1215253 Nos. of Above Persons (2) Check the Appropriate Box if (a) [x] a Member of a Group (See (b) [ ] Instructions) (3) SEC Use Only (4) Source of Funds (See Instruc- Not applicable tions) (5) Check if Disclosure of Legal Proceedings is Required Pur- suant to Items 2(d) or 2(e) [ ] (6) Citizenship or Place of Organi- Oklahoma zation (7) Sole Voting Power 0 Number of Shares (8) Shared Voting Power 1,846,860 Beneficially Owned by Each (9) Sole Dispositive 0 Reporting Person Power With: (10) Shared Dispositive 1,846,860 Power (11) Aggregate Amount Beneficially 1,846,860 Owned by Each Reporting Person (12) Check if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares (See Instructions) (13) Percent of Class Represented 2.65% by Amount in Row (11) (14) Type of Reporting Person (See CO Instructions)
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CUSIP NO. 165167 10 7 Preliminary Statement _____________________ This Amendment No. 1 restates and amends (i) the statement on Schedule 13D dated February 4, 1993 filed by the group consisting of Aubrey K. McClendon and Chesapeake Investments, an Oklahoma Limited Partnership ("CI"), and (ii) the statement on Schedule 13D dated February 4, 1993 by the group consisting of Tom L. Ward and TLW Investments, Inc. ("TLW") (together, the "Schedule 13D"), relating to the shares of common stock, par value $.01 per share, of Chesapeake Energy Corporation, an Oklahoma corporation. Mr. McClendon, CI, Mr. Ward and TLW are referred to herein as the "Reporting Persons". The group consisting of Mr. McClendon and CI and the group consisting of Mr. Ward and TLW each disclaim beneficial ownership of the shares held by the other. Item 1. Security and Issuer. ___________________ This statement relates to the common stock, par value $.01 per share (the "Common Stock"), of Chesapeake Energy Corporation, an Oklahoma corporation (the "Company") having its principal executive offices at 6100 North Western Avenue, Oklahoma City, Oklahoma 73118. 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. Chesapeake Investments ______________________ Chesapeake Investments, an Oklahoma Limited Partnership, is an Oklahoma limited partnership, having a business address of 6100 North Western Avenue, Oklahoma City, Oklahoma 73118. Mr. McClendon is the sole general partner of CI. CI is principally engaged in the ownership of working interests in oil and gas wells and leases. Tom L. Ward ___________ Mr. Ward is the President and Chief Operating Officer of the Company, having a business address of 6200 North Western Avenue, Oklahoma City, Oklahoma 73118. TLW Investments, Inc. _____________________ TLW Investments, Inc., is an Oklahoma corporation having a business address of 6200 North Western Avenue, Oklahoma City, Oklahoma 73118. Mr. Ward is the sole shareholder, director, and Chief Executive Officer of TLW. TLW is principally engaged in the ownership of working interests in oil and gas wells and leases. (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. Item 3. Source and Amount of Funds or Other Consideration. _________________________________________________ The Reporting Persons acquired more than 5% of the outstanding Common Stock of the Company upon the formation and capitalization of the Company effective January 1, 1992. As the primary consideration for such shares, the Reporting Persons conveyed to the Company certain oil and gas properties, stock of various corporations which became wholly- owned subsidiaries of the Company, and other real and personal property. This Amendment No. 1 reports the acquisition by (i) Mr. McClendon of 730,750 shares of the Company's Common Stock, and (ii) Mr. Ward of 730,750 shares of the Company's Common Stock, all such shares being acquired in open market through brokerage transactions. The investment cost (excluding commission) of the 730,750 shares acquired by Mr. McClendon was $14,792,814.00, consisting of funds borrowed by Mr. McClendon pursuant to a lending arrangement with Morgan Guaranty Trust Company of New York ("Morgan Guaranty"). The investment cost (excluding commission) of the 730,750 shares acquired by Mr. Ward was $14,792,814.00, consisting of funds borrowed by Mr. Ward pursuant to a lending arrangement with Morgan Guaranty. Item 4. Purpose of Transaction. ______________________ Mr. McClendon and Mr. Ward acquired the shares of the Company's Common Stock for purposes of investment. In the future, either or both of the reporting persons may decide to (i) purchase additional shares of Common Stock or (ii) dispose of any or all of the Common Stock of the Company in any manner permitted by applicable securities laws. The reporting persons have no present plans or intentions relating to the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. ____________________________________ The aggregate percentage of shares of Common Stock reported as beneficially owned by each Reporting Person is based upon 69,562,725 shares of Common Stock outstanding on January 31, 1997, as reported by the Company. (a) The following table sets forth the aggregate number and percentage of the class of Common Stock of the Company identified pursuant to Item 1 beneficially owned by each person named in Item 2: [Download Table] Person Amount Percent ________ ________ _________ Aubrey K. McClendon 10,852,226<F1><F2> 15.45% Chesapeake Investments 508,560<F2> .73% Tom L. Ward 11,086,802<F3><F4> 15.79% TLW Investments 1,846,860<F4> 2.65% ____________________ <FN> <F1> This amount includes (i) 1,116 shares held on behalf of Mr. McClendon in the Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan and (ii) 666,000 shares which Mr. McClendon has the right to acquire within sixty (60) days pursuant to stock options granted by the Company. <F2> This amount includes 508,560 shares owned of record by CI, of which Mr. McClendon is the sole general partner. CI and Mr. McClendon share voting and dispositive power over such shares. <F3> This amount includes (i) 2,752 shares held on behalf of Mr. Ward in the Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan, and (ii) 666,000 shares which Mr. Ward has the right to acquire within sixty (60) days pursuant to stock options granted by the Company. <F4> This amount includes 1,846,860 shares owned of record by TLW, of which Mr. Ward is the sole shareholder, director, and Chief Executive Officer. TLW and Mr. Ward share voting and dispositive power over such shares. </FN> (b) The following table sets forth, for each person and entity identified under paragraph (a), the number of shares of Common Stock of the Company 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: [Download Table] Sole Voting Shared Voting and Power of and Power of Person or Entity Disposition Disposition ________________ ______________ _____________ Aubrey K. McClendon 10,343,706<F1> 508,560<F2> Chesapeake Investments 0 508,560<F2> Tom L. Ward 9,239,942<F3> 1,846,860<F4> TLW Investments 0 1,846,860<F4> ______________________ <FN> <F1> See footnote (1) under paragraph (a) of this Item 5. <F2> See footnote (2) under paragraph (a) of this Item 5. <F3> See footnote (3) under paragraph (a) of this Item 5. <F4> See footnote (4) under paragraph (a) of this Item 5. </FN> (c) During the past sixty (60) days from the date of this Schedule 13D, the following transactions were effected in the Common Stock of the Company by a Reporting Person: [Download Table] Aubrey K. McClendon ___________________ Number Price, of Shares Excluding Date Acquired Commission ________ ___________ __________ 02-06-97 49,400 $21.6688 02-07-97 50,600 $23.7731 02-10-97 530,750 $19.5823 02-11-97 50,000 $20.925 02-12-97 50,000 $21.598 [Download Table] Tom L. Ward ___________ Number Price, of Shares Excluding Date Acquired Commission ________ ___________ __________ 02-06-97 49,400 $21.6688 02-07-97 50,600 $23.7731 02-10-97 530,750 $19.5823 02-11-97 50,000 $20.925 02-12-97 50,000 $21.598 The information set forth in this Amendment No. 1 as to the par value and number of shares beneficially owned by each Reporting Person reflects the Company's 2-for-1 stock split effected on December 31, 1996. (d) See Item 6, below. (e) Not applicable. Item 6. Contracts, Agreements, Underwritings or Relationships With Respect to Securities of the Issuer. _______________________________________________________ Mr. McClendon and Mr. Ward, as officers of the Company, participate in the Company's 1992 Incentive Stock Option Plan, 1992 Nonstatutory Stock Option Plan, as amended, 1994 Stock Option Plan, and 1996 Stock Option Plan. Mr. McClendon has three separate lending agreements with Morgan Guaranty, dated January 8, February 6, and February 13, 1997. Mr. McClendon also maintains lending arrangements with Donaldson, Lufkin & Jenrette, dated November 22, 1996 and Rauscher, Pierce & Refnes, Inc., dated February 25, 1994. A portion of the shares of Common Stock owned by Mr. McClendon is pledged as collateral for such loans. Each agreement contains standard default and remedial provisions. Mr. Ward has three separate lending agreements with Morgan Guaranty, dated January 8, February 6, and February 13, 1997. Mr. Ward also maintains lending arrangements with Donaldson, Lufkin & Jenrette, dated November 22, 1996, and Rauscher, Pierce & Refnes, Inc., dated October 25, 1991. A portion of the shares of Common Stock owned by Mr. Ward is pledged as collateral for such loans. Each agreement contains standard default and remedial provisions. Item 7. Materials to be Filed as Exhibits. _________________________________ 1. Limited Partnership Agreement of Chesapeake Investments, an Oklahoma Limited Partnership, is filed as Exhibit E to the Schedule 13D dated February 4, 1993 filed by Aubrey K. McClendon and is incorporated herein by reference. 2. The Company's 1992 Incentive Stock Option Plan, as amended, is incorporated herein by reference to Exhibit 10.1.1 to the Company's Registration Statement on Form S-4, No. 33-93718, filed June 23, 1995. 3. The Company's 1992 Nonstatutory Stock Option Plan, as amended, is filed as Exhibit 10.1.2 to the Company's Quarterly Report on Form 10-Q filed February 14, 1997, and is incorporated herein by reference. 4. The Company's 1994 Stock Option Plan is filed as Exhibit 10.1.3 to the Company's Quarterly Report on Form 10-Q filed February 14, 1997, and is incorporated herein by reference. 5. The Company's 1996 Stock Option Plan is filed as Exhibit B to the Company's Proxy Statement for its 1996 Annual Meeting of Shareholders filed November 6, 1996 and is incorporated herein by reference. 6. Morgan Guaranty Trust Company of New York Demand Note, dated February 6, 1997, executed by Aubrey K. McClendon. 7. Morgan Guaranty Trust Company of New York Demand Note, dated February 6, 1997 executed by Tom L. Ward. 8. Morgan Guaranty Trust Company of New York Demand Note, dated February 13, 1997, executed by Aubrey K. McClendon. 9. Morgan Guaranty Trust Company of New York Demand Note executed by Tom L. Ward. 10. Joint Filing Agreement.
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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: March 7, 1997. AUBREY K. MCCLENDON Aubrey K. McClendon, an individual CHESAPEAKE INVESTMENTS, AN OKLAHOMA LIMITED PARTNERSHIP, an Oklahoma Limited Partnership AUBREY K. MCCLENDON Aubrey K. McClendon, General Partner TOM L. WARD Tom L. Ward, an individual TLW INVESTMENTS, INC., an Oklahoma corporation TOM L. WARD Tom L. Ward, Chief Executive Officer
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INDEX TO EXHIBITS [Download Table] Exhibit No. Description Method of Filing ----------- ----------- ---------------- 99.1 Limited Partnership Agreement of Incorporated herein by Chesapeake Investments, an reference to Exhibit E to Oklahoma Limited Partnership the Schedule 13D dated February 4, 1993 99.2 The Company's 1992 Incentive Incorporated herein by Stock Option Plan, as amended reference to Exhibit 10.1.1 to the Company's Registration Statement on Form S-4, No. 33-93718, filed June 23, 1995 99.3 The Company's 1992 Nonstatutory Incorporated herein by Stock Option Plan, as amended reference to Exhibit 10.1.2 to the Company's Quarterly Report on Form 10-Q filed February 14, 1997 99.4 The Company's 1994 Stock Option Incorporated herein by Plan reference to Exhibit 10.1.3 to the Company's Quarterly Report on Form 10-Q filed February 14, 1997 99.5 The Company's 1996 Stock Option Incorporated herein by Plan reference to Exhibit B to the Company's Proxy Statement for its 1996 Annual Meeting of Share- holders filed November 6, 1996 99.6 Morgan Guaranty Trust Company Filed herewith electronically of New York Demand Note, dated February 6, 1997, executed by Aubrey K. McClendon 99.7 Morgan Guaranty Trust Company Filed herewith electronically of New York Demand Note, dated February 6, 1997, executed by Tom L. Ward 99.8 Morgan Guaranty Trust Company Filed herewith electronically of New York Demand Note, dated February 13, 1997, executed by Aubrey K. McClendon 99.9 Morgan Guaranty Trust Company Filed herewith electronically of New York Demand Note executed by Tom L. Ward 99.10 Joint Filing Agreement Filed herewith electronically

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:3/10/97
3/7/977
2/14/976810-Q
2/13/9768
2/10/971SC 13G/A
2/6/9768
1/31/976
12/31/96610-Q,  NT 11-K
11/22/966
11/6/9668
6/23/9568
2/25/946
2/4/9368
1/1/926
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