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
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).
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)
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)
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)
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)
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.
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
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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