1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20459 Amendment No. 2 to SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) CHESAPEAKE ENERGY CORPORATION (Name of Issuer) CHESAPEAKE ENERGY CORPORATION CHESAPEAKE ENERGY MARKETING, INC. (Name of Persons Filing Statement) 7% CUMULATIVE CONVERTIBLE PREFERRED STOCK (Title of Class of Securities) 165 167 30 5 165 167 20 6 (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) 879-9232 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing the Statement) Copy to: G. MICHAEL O'LEARY ANDREWS & KURTH L.L.P. 600 TRAVIS, SUITE 4200 HOUSTON, TEXAS 77002 (713) 220-4200 APRIL 22, 1999 (Date Tender Offer First Published, Sent or Given to Security Holders) ================================================================================
2 This Amendment No. 2 amends and supplements the Issuer Tender Offer Statement on Schedule 13E-4 filed on April 22, 1999, as amended on May 19, 1999, relating to Chesapeake Energy Marketing Inc.'s Offer to purchase up to 666,667 shares of 7% Cumulative Convertible Preferred Stock, par value $.01 per share, of Chesapeake Energy Corporation, at $15.00 cash net per share upon the terms and conditions set forth in the Offer to Purchase dated April 22, 1999 and the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1) and (a)(2) to the Schedule 13E-4. Item 9. Material to be filed as Exhibits Item 9(a)(1) of the Schedule 13E-4, Offer to Purchase dated April 22, 1999, is hereby amended as follows: Paragraph (d) of the section entitled "8. Certain Conditions of the Offer" is deleted and replaced in its entirety as follows: "(d) Any change shall occur or be threatened in the business, condition (financial or otherwise), operations, stock ownership, prospects of the Company or Chesapeake Energy, which, in the reasonable judgment of the Company, is or may be material to the Company or its subsidiary, any of which in the reasonable judgment of the Company makes it inadvisable to proceed with the acceptance of tenders, purchase of shares, or payment."
3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to this statement on Schedule 13E-4 is true, complete and correct. Dated: May 20, 1999 CHESAPEAKE ENERGY CORPORATION By: /s/ Marcus C. Rowland ------------------------------------- Marcus C. Rowland Executive Vice President and Chief Financial Officer CHESAPEAKE ENERGY MARKETING, INC. By: /s/ Marcus C. Rowland ------------------------------------- Marcus C. Rowland Vice President and Chief Financial Officer