SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
AMENDMENT NO. 2 TO SCHEDULE 13D UNDER
THE SECURITIES EXCHANGE ACT OF 1934
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CANAAN ENERGY CORPORATION
(Name of Subject Company (Issuer))
CHESAPEAKE ENERGY CORPORATION
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
134743 10 3
(CUSIP Number of Class of Securities)
MARCUS C. ROWLAND
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CHESAPEAKE ENERGY CORPORATION
6100 NORTH WESTERN AVENUE
OKLAHOMA CITY, OKLAHOMA 73118
(405) 848-8000
(Names, address, and telephone numbers of person
authorized to receive notices and communications on
behalf of filing persons)
Copy to:
James M. Prince, Esq.
Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin
Houston, Texas 77002
(713) 758-2222
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
CUSIP Number 134743103 Page 2 of __ Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
CHESAPEAKE ENERGY CORPORATION
73-1395733
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
OKLAHOMA
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7 SOLE VOTING POWER
NUMBER OF
333,149 SHARES
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
333,149 SHARES
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,149 SHARES
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.65%
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14 TYPE OF REPORTING PERSON
CO
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NEWS RELEASE
[CHESAPEAKE CHESAPEAKE ENERGY CORPORATION
LOGO APPEARS HERE] P.O. Box 18496
Oklahoma City, OK 73154
FOR IMMEDIATE RELEASE
MARCH 15, 2002
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.
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.
CHESAPEAKE ENERGY CORPORATION
By: /s/ MARCUS C. ROWLAND
---------------------------------
Name: Marcus C. Rowland
Title: Executive Vice President and
Chief Financial Officer
Date: March 15, 2002