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) March 18, 2002 (March 15, 2002)
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)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
Chesapeake Energy Corporation ("Chesapeake") issued a Press Release on March 15,
2002 announcing that it has deferred the tender offer for outstanding shares of
Canaan Energy Corporation pending discussions with Canaan management. A copy of
the press release is filed with this Form 8-K as Exhibit 99 and is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibit is filed herewith:
99.Press Release issued by the Registrant on March 15, 2002.
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
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Aubrey K. McClendon
Chairman of the Board and
Chief Executive Officer
Dated: March 18, 2002
[GRAPHIC OMITTED][GRAPHIC OMITTED] N e w s R e l e a s e
Chesapeake Energy Corporation
P. O. Box 18496
Oklahoma City, OK 73154
FOR IMMEDIATE RELEASE - CORRECTED RELEASE
MARCH 15, 2002
THIS PRESS RELEASE REPLACES THE RELEASE MADE EARLIER TODAY BY CHESAPEAKE. THE
LAST THREE PARAGRAPHS OF THE FORMER RELEASE HAVE BEEN REPLACED WITH THE LAST
PARAGRAPH OF THIS RELEASE.
CONTACTS:
MARC ROWLAND TOM PRICE, JR.
EXECUTIVE VICE PRESIDENT SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER CORPORATE DEVELOPMENT
(405) 879-9232 (405) 879-9257
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CHESAPEAKE ENERGY CORPORATION DEFERS TENDER OFFER FOR
OUTSTANDING SHARES OF CANAAN ENERGY CORPORATION
PENDING DISCUSSIONS WITH CANAAN MANAGEMENT
OKLAHOMA CITY, OKLAHOMA - March 15, 2002 - Chesapeake Energy Corporation
(NYSE:CHK) today announced that it has deferred the commencement of the $12.00
per share cash tender offer for all of the outstanding shares of Canaan Energy
Corporation (Nasdaq: KNAN) common stock. Chesapeake had announced on March 11,
2002 its intention to commence the tender offer within the next few days.
Chesapeake's action was based upon the representations of senior management of
Canaan of their willingness to engage in good faith discussions with Chesapeake
management regarding the offer in the near future together with the request by
Canaan management that Chesapeake delay commencement of the tender offer until
after the discussions.
Aubrey K. McClendon, President and Chief Executive Officer of Chesapeake stated,
"We remain committed to take our fair and full offer to the shareholders of
Canaan and are pleased that Canaan's management and advisors have agreed to meet
with us on this issue." McClendon cautioned, however, that Chesapeake may at any
time commence or modify its proposed tender offer for Canaan shares, or
terminate its tender offer plans.
On March 11, 2002, Chesapeake delivered to the board of directors of Canaan its
$12.00 per share cash offer, which represents an aggregate purchase price for
the common stock on a fully diluted basis of approximately $55 million plus the
assumption of Canaan's debt, which was approximately $42 million as of December
31, 2001. The price offered by Chesapeake represents a 31% premium over the
closing price of $9.15 on March 11, 2002, the last day prior to the announcement
of Chesapeake's intent to commence a tender offer, and a 58% premium over
Canaan's closing stock price of $7.60 on November 26, 2001, the last trading day
before Canaan's public announcement of Chesapeake's interest in acquiring
Canaan.
ABOUT CANAAN
Canaan is an independent oil and gas exploration and production company
headquartered in Oklahoma City, Oklahoma. Canaan's Internet address is
www.canaanenergy.com.
ABOUT CHESAPEAKE
Chesapeake is among the 10 largest independent natural gas producers in the
U.S. Headquartered in Oklahoma City, Chesapeake's operations are focused on
exploratory and developmental drilling and producing property acquisitions in
the Mid-Continent region of the United States, where it is the second largest
producer of natural gas. Chesapeake's Internet address is www.chkenergy.com.
This press release is neither an offer to purchase nor a solicitation of an
offer to sell securities. Any tender offer will be made only through an offer to
purchase and the related letter of transmittal. If a tender offer is commenced,
investors and security holders are strongly advised to read the tender offer
statement regarding the tender offer referred to in this press release, if and
when filed, because it will contain important information. Any such tender offer
statement would be filed by Chesapeake with the Securities and Exchange
Commission (SEC). Investors and security holders may obtain a free copy of the
tender offer statement and other relevant documents, if and when filed, on the
SEC's web site at: www.sec.gov.