CUSIP NO. 723655106
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
PIONEER DRILLING COMPANY
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(Name of Issuer)
Common Stock, par value $.10
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(Title of Class of Securities)
723655106
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(CUSIP Number)
Shannon Self, Esquire
Commercial Law Group, P.C.
2725 Oklahoma Tower
210 Park Avenue
Oklahoma City, Oklahoma 73102
(405) 232-3001
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 11, 2004
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [X]
NOTE: Six (6) copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 723655106
(1) Name of Reporting Person Chesapeake Energy
Corporation
I.R.S. Identification No. of Above Person 73-1395733
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(See Instructions) (b) [x]
(3) SEC Use Only
(4) Source of Funds (See Instructions) WC
(5) Check if Disclosure of Legal Proceedings is Required [ ]
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Oklahoma
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Number of Shares (7) Sole Voting Power 6,441,466
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Beneficially Owned (8) Shared Voting Power -
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By Each Reporting (9) Sole Dispositive Power 6,441,466
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Person With: (10) Shared Dispositive Power -
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(11) Aggregate Amount Beneficially Owned by Each 6,441,466
Reporting Person
(12) Check if the Aggregate Amount in Row (11) Excludes [ ]
Certain Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11) 17.04%
(14) Type of Reporting Person (See Instructions) CO
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CUSIP NO. 723655106
Item 1. Security and Issuer.
The common stock, par value $.10 (the "Common Stock"), of Pioneer
Drilling Company, a Texas corporation ("Pioneer"). Pioneer's principal
executive offices are located at 9310 Broadway, Building 1, San
Antonio, Texas 78217.
Item 2. Identity and Background.
Chesapeake Energy Corporation, an Oklahoma corporation ("Chesapeake
Energy"), is located at 6100 North Western Avenue, Oklahoma City,
Oklahoma 73118, and is primarily engaged in the ownership, development
and operation of oil and gas assets in the United States. The executive
officers and directors of Chesapeake Energy are set forth below.
Aubrey K. McClendon
Chairman of the Board and Chief Executive Officer
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
Tom L. Ward
Director, Chief Operating Officer and President
6200 North Western Avenue
Oklahoma City, Oklahoma 73118
Marcus C. Rowland
Chief Financial Officer and Executive Vice President
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
Martha A. Burger
Treasurer and Senior Vice President
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
Michael A. Johnson
Senior Vice President
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
Frank A. Keating
Director
c/o Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
Breene M. Kerr
Director
c/o Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
Shannon Self
Director
c/o Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
Frederick B. Whittemore
Director
c/o Chesapeake Energy Corporation
6100 North Western
Oklahoma City, Oklahoma 73118
Charles T. Maxwell
Director
c/o Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
Chesapeake Energy and each of the listed individuals have not, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) and have not been or become
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws. Each individual is a United States citizen.
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CUSIP NO. 723655106
Item 3. Source and Amount of Funds or Other Consideration.
On March 31, 2003, Chesapeake Energy acquired 5,333,333 shares of
Common Stock at a cost of $3.75 per share pursuant to the Common Stock
Purchase Agreement dated March 31, 2003, between Chesapeake Energy and
Pioneer (the "Stock Purchase Agreement"). The total consideration for
this purchase was $20.0 million.
On August 11, 2004, Chesapeake Energy exercised certain preemptive
rights set forth in Section 1.3 of the Stock Purchase Agreement and
purchased 631,133 shares of Common Stock from Pioneer at a cost of
$6.90 per share. The total consideration for this purchase was
$4,354,818.00.
On August 16, 2004, Chesapeake Energy purchased 477,000 shares of
Common Stock at a cost of $7.25 per share. The total consideration for
this purchase was $3,458,250.00
The purchase price for the foregoing shares of Common Stock (the
"Acquired Shares") was funded by Chesapeake Energy from working capital
and general corporate funds, one of the sources of which is the
revolving bank facility maintained by Chesapeake Energy and its
subsidiary entities in the ordinary course of business.
Item 4. Purpose of Transaction.
The Acquired Shares were acquired by Chesapeake Energy as an
investment. Chesapeake Energy may in the future: (1) purchase
additional Common Stock, debt securities or other equity securities of
Pioneer; (2) sell all or part of the Acquired Shares in private or
registered transactions; (3) communicate with the management, the
directors or shareholders of Pioneer regarding Pioneer's business plans
and operations; or (4) enter into additional transactions in connection
with Pioneer or Pioneer's assets.
In connection with the Stock Purchase Agreement, Chesapeake Energy was
granted the preemptive right to acquire equity securities to be issued
by Pioneer in the future and the right to require the registration of
the Acquired Shares under the Securities Act of 1933. Except as set
forth above, Chesapeake Energy has no present plans or intentions
relating to the transactions described in subparagraphs (a) through (j)
of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Chesapeake Energy owns 6,441,466 shares of Common Stock as of
August 19, 2004, representing 17.04% of the outstanding Common Stock.
The foregoing percentage is based on 38,401,645 shares of Common Stock
disclosed as issued and outstanding after the completion of Pioneer's
public offering of Common Stock and the other transactions described in
Pioneer's 424(b)(4) prospectus, filed with the SEC on August 6, 2004.
(b) Chesapeake Energy has the sole power to vote or dispose of the
Acquired Shares.
(c) On August 11, 2004, Chesapeake Energy exercised certain preemptive
rights set forth in Section 1.3 of the Stock Purchase Agreement and
purchased 631,133 shares of Common Stock from Pioneer at $6.90 per
share. The total consideration for this purchase was $4,354,818.00. On
August 16, 2004, Chesapeake Energy purchased 477,000 shares of Common
Stock at a cost of $7.25 per share. The shares of Common Stock
described in the prior sentence were acquired in a negotiated
transaction effectuated through a broker to broker transfer through
DTC. The total consideration for this purchase was $3,458,250.00.
(d) Inapplicable
(e) Inapplicable
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CUSIP NO. 723655106
Item 6. Contracts, Agreements, Underwritings or Relationships With Respect to
Securities of the Issuer.
Under the Stock Purchase Agreement, Chesapeake Energy has the
preemptive right to participate in future equity issuances by Pioneer
and has the right to attend and observe all board meetings and board
committee meetings of Pioneer and Pioneer's subsidiaries. Under the
Stock Purchase Agreement Chesapeake Energy granted Pioneer a right of
first refusal with respect to any Acquired Shares to be sold other than
into the public trading market. Under a registration rights agreement
(the "Registration Rights Agreement") among Pioneer, WEDGE Energy
Services, L.L.C., a Delaware limited liability company ("WEDGE"),
William H. White, an individual affiliated with WEDGE, and Chesapeake
Energy dated March 31, 2003, Chesapeake Energy can request the
registration of a portion of the Acquired Stock as provided in the
Registration Rights Agreement.
Item 7. Materials to be filed as Exhibits.
1. Common Stock Purchase Agreement dated March 31, 2003, between Pioneer
Drilling Company and Chesapeake Energy Corporation is incorporated
herein by reference to Exhibit 99.1. to Schedule 13D filed on April 3,
2003.
2. Registration Rights Agreement dated March 31, 2003, among Pioneer
Drilling Company, WEDGE Energy Services, L.L.C., William H. White, an
individual, and Chesapeake Energy Corporation is incorporated herein
by reference to Exhibit 99.2 to Schedule 13D filed on April 3, 2003.
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.
DATED: August 19, 2004
Chesapeake Energy Corporation
an Oklahoma corporation
By /s/ Aubrey K. McClendon
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Aubrey K. McClendon
Chairman of the Board and
Chief Executive Officer
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