FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20519
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
AND
LISTING OF SUCH SECURITIES ON THE
NEW YORK STOCK EXCHANGE, INC.
CHESAPEAKE ENERGY CORPORATION*
(Exact name of Registrant as specified in its charter)
OKLAHOMA 73-1395733
(State of Incorporation) (I.R.S. employer identification no.)
6100 NORTH WESTERN AVENUE
OKLAHOMA CITY, OKLAHOMA 73118
(Address of principal offices) (Zip Code)
Securities to be registered pursuant to Section
12(b) Of the Securities Exchange Act of 1934
(the "Act")
Title of each class Name of exchange on which
To be so registered each class to be registered
8.375% Senior Notes due 2008 and New York Stock Exchange
guarantees thereof
This form relates to the registration of a class of "debt securities", as
defined in Rule 3a12-11(c) under the Act, pursuant to Section 12(b) of the Act
and is effective pursuant to General Instruction A.(c). The issuer of these
securities is subject to and in compliance with the reporting requirements under
Section 12 or Section 15(d) of the Act.
The offer and sale of these securities were registered with the Commission under
the Securities Act of 1933.
Securities Act registration statement file number to which this form relates
(for any registration statement that the issuer is filing concurrently with this
form): N/A
*Includes certain subsidiaries of Chesapeake Energy Corporation identified on
the following pages:
THE AMES COMPANY, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1470082
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1528271
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE ENERGY LOUISIANA CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1524569
(State of incorporation or organization (I.R.S. Employer Identification No.)
CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1384282
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE LOUISIANA, L.P.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1519126
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE MOUNTAIN FRONT CORP.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1238619
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE OPERATING, INC.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1343196
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1565350
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE ROYALTY COMPANY
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1549744
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CHESAPEAKE-STAGHORN ACQUISITION L.P.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1612854
(State of incorporation or organization) (I.R.S. Employer Identification No.)
GOTHIC ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 22-2663839
(State of incorporation or organization) (I.R.S. Employer Identification No.)
GOTHIC PRODUCTION CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1539475
(State of incorporation or organization) (I.R.S. Employer Identification No.)
NOMAC DRILLING CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1606317
(State of incorporation or organization) (I.R.S. Employer Identification No.)
SAP ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1622555
(State of incorporation or organization) (I.R.S. Employer Identification No.)
CARMEN ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1604860
(State of incorporation or organization) (I.R.S. Employer Identification No.)
All requisite approvals and authorizations have been received, and required
supporting documents relating to this transaction have been filed with the New
York Stock Exchange. Pursuant to the requirements of Section 12 of the Act, the
registrants have duly caused the registration statement to be signed on their
behalf by the undersigned, thereto duly authorized.
In connection with the issuance of these securities, the issuer has received
opinion(s) of counsel covering: the valid existence of the issuer; the due
authorization of the debt securities subject to this application (the "Debt
Securities"); the validity of the Debt Securities; the qualification of the
indenture under the Trust Indenture Act of 1939, if applicable, and, the
effectiveness of the securities under the Securities Act of 1933, or, if not
registered, the reasons why not.
Registrants:
CHESAPEAKE ENERGY CORPORATION
By: /s/ AUBREY K. MCCLENDON
------------------------------
Aubrey K. McClendon, Chairman
and Chief Executive Officer
THE AMES COMPANY, INC.
CHESAPEAKE ACQUISITION CORPORATION
CHESAPEAKE ROYALTY COMPANY
For each of the above:
By: /s/ AUBREY K. MCCLENDON
---------------------------
Aubrey K. McClendon,
President
CHESAPEAKE ENERGY LOUISIANA CORPORATION
CHESAPEAKE MOUNTAIN FRONT CORP.
CHESAPEAKE OPERATING, INC.
GOTHIC ENERGY CORPORATION
GOTHIC PRODUCTION CORPORATION
NOMAC DRILLING CORPORATION
SAP ACQUISITION CORP.
CARMEN ACQUISITION CORP.
For each of the above:
By: /s/ AUBREY K. MCCLENDON
---------------------------
Aubrey K. McClendon,
Chief Executive Officer
CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP
CHESAPEAKE LOUISIANA, L.P.
CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP
CHESAPEAKE-STAGHORN ACQUISITION L.P.
For each of the above:
By: Chesapeake Operating, Inc.
General Partner
By: /s/ AUBREY K. MCCLENDON
---------------------------------
Aubrey K. McClendon,
Chief Executive Officer
Date: January 25, 2002