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)
-------------------------------------------------------------------------------
APRIL 26, 2004 (APRIL 26 2004)
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, OK 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 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibit is filed herewith:
99 Press Release issued by the Registrant on April 26, 2004.
Exhibit 99 and the information included in it shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of
1934,as amended (the "Exchange Act"), or incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as may be expressly set forth by specific
reference in this Report other than under Item 9 or Item 12 hereof.
ITEM 9. REGULATION FD DISCLOSURE
We issued a press release on April 26, 2004, which includes information
regarding our consolidated results of operations and financial condition as of
and for the quarterly period ended March 31, 2004. It also includes updated
information on our 2004 outlook. The text of that press release is attached to
this Report as Exhibit 99 and is incorporated by reference herein. In addition
to disclosure of the information in compliance with Regulation FD, the following
information and the information in the related exhibit is also intended to be
furnished under Item 12 of Form 8-K, "Disclosure of Results of Operations and
Financial Condition," in accordance with the Securities and Exchange Commission
SEC Release No. 33-8126.
The press release contains information concerning financial measures that
we use that may be considered "non-GAAP financial measures" under Securities and
Exchange Commission rules. Specifically, the press release contains information
concerning operating cash flow (defined as cash flow from operating activities
before changes in assets and liabilities), EBITDA adjusted earnings and adjusted
EBITDA, each of which is reconciled in the press release to cash from operating
activities, the most directly comparable financial measures reported under
generally accepted accounting principles.
With the filing of this report on Form 8-K and the issuance of the
attached press release, we are also updating our future outlook, which can be
found on our website at WWW.CHKENERGY.COM. We caution you that our outlook is
given as of April 26, 2004 based on currently available information, and that we
are not undertaking any obligation to update our estimates as conditions change
or other information becomes available.
This information, including the exhibit 99 attached hereto, shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as may be expressly set forth by specific reference in this Report other than
under Item 9 or Item 12 hereof.
2
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: April 26, 2004
3