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44779E106 Page 1 of 9
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)*
_______________________
PETROKAZAKHSTAN INC.
(Name of Issuer)
CLASS A COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
44779E106
(CUSIP Number)
BERNARD F. ISAUTIER
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
C/O PETROKAZAKHSTAN INC.
HOGART HOUSE, 29-31 SHEET STREET
WINDSOR, BERKSHIRE, SL4 1BY
UNITED KINGDOM
TEL. NO.: 44 (1753) 410 020
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
APRIL 3, 2003
(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(e), 1(f) or 1(g), check the following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. 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).
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernard F. Isautier
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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
Personal Funds
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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
Canadian
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7 SOLE VOTING POWER
6,573,240 (representing 6,032,240 shares
of common stock plus 541,000 shares
underlying presently exercisable stock
options)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 0
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
6,573,240 (representing 6,032,240 shares
of common stock plus 541,000 shares
underlying presently exercisable stock
options)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,573,240 (representing 6,032,240 shares of common stock plus 541,000
shares underlying presently exercisable stock options)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1 %
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14 TYPE OF REPORTING PERSON
IN
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AMENDMENT NO. 1 TO SCHEDULE 13D
This is Amendment No. 1 to the Schedule 13D filed by Mr. Bernard F.
Isautier with respect to the Class A Common Stock, no par value per share (the
"Common Stock"), of PetroKazakhstan Inc. (the "Company"), which was originally
filed on March 6, 2002.
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities of the Company to which
this statement relates is the Company's Class A Common Stock, no par value. The
address of the principal executive office of the Company is 140 - 4th Avenue
S.W., #1460, Calgary, Alberta, Canada T2P 3N3.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) The person filing this statement is Bernard F. Isautier ("Mr.
Isautier" or "Reporting Person"). The business address of Mr. Isautier is c/o
PetroKazakhstan Inc., Hogart House, 29-31 Sheet Street, Windsor, Berkshire, SL4
1BY, United Kingdom. Mr. Isautier's principal occupation or employment is
Chairman of the Board, President and Chief Executive Officer of the Company.
(d) and (e) Mr. Isautier has not, during the last five years, been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction or subject to any judgment, decree
or final order finding any violation of federal or state securities laws or
enjoining future violations of, or prohibiting or mandating activities subject
to, such laws.
(f) Mr. Isautier is a citizen of Canada.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Share options representing the right to purchase 700,000, 50,000,
700,000, and 700,000 shares of Common Stock became exercisable on April 3, 2002,
December 9, 2002, April 3, 2003, and April 3, 2004, respectively. These
transactions did not require the payment of funds by the Reporting Person.
On February 20, 2004 and April 3, 2004 Mr. Isautier exercised options
to purchase 1,400,000 shares of Common Stock and 700,000 shares of Common Stock,
respectively. The total aggregate amount of funds was approximately Cdn
$1,386,000. Mr. Isautier utilized his personal funds in the acquisition of the
securities of the Company triggering the filing of this Amendment No. 1 to
Schedule 13D. No part of such purchase price was borrowed or otherwise obtained
from third parties for the purpose of acquiring, holding, trading or voting such
securities.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired beneficial ownership of the shares of
Common Stock described in this Amendment No. 1 to Schedule 13D for investment
purposes. From time to time the Reporting Person may acquire additional shares
of Common Stock and dispose of some or all of the shares of Common Stock owned
by him. The Reporting Person has no other plans which relate to or would result
in any of the items listed in paragraphs (a) through (j) of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Person may be deemed to
beneficially own 6,573,240 shares of Common Stock (representing 6,032,240 shares
of Common Stock plus 541,000 shares of Common Stock underlying presently
exercisable stock options), which based on calculations made in accordance with
Rule 13d-3(d) of
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the Securities Exchange Act of 1934, as amended, and there being 80,895,416
shares of Common Stock outstanding (as represented by the Company to the
Reporting Person), represent approximately 8.1 % of the outstanding shares of
Common Stock.
(b) The Reporting Person has the sole power to direct the vote and
the sole power to direct the disposition of the 6,573,240 shares of Common Stock
that may be deemed to be owned beneficially by him.
(c) The shares of Common Stock purchased by Mr. Isautier in the
period since February 3, 2003 are as follows:
DATE NUMBER OF SHARES PURCHASE PRICE PER SHARE
---- ---------------- ------------------------
February 20, 2004 1,400,000 0.6600 Cdn
April 3, 2004 700,000 0.6600 Cdn
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TOTAL 2,100,000
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The shares were acquired through the exercise of options.
The shares of Common Stock sold by Mr. Isautier in the period since
February 3, 2003 are as follows:
DATE NUMBER OF SHARES PURCHASE PRICE PER SHARE
---- ---------------- ------------------------
March 08, 2004 23,400 42.0000 Cdn
March 08, 2004 2,000 41.2000 Cdn
March 08, 2004 26,600 41.1000 Cdn
March 08, 2004 4,200 41.0800 Cdn
March 08, 2004 7,300 41.0500 Cdn
March 10, 2004 29,100 32.0000 USD
March 10, 2004 3,000 32.0500 USD
March 10, 2004 1,500 32.0600 USD
March 11, 2004 3,100 28.8000 USD
March 11, 2004 300 28.8100 USD
March 11, 2004 1,000 28.8200 USD
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DATE NUMBER OF SHARES PURCHASE PRICE PER SHARE
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March 11, 2004 300 28.8600 USD
March 11, 2004 200 28.8700 USD
March 11, 2004 600 28.9000 USD
March 11, 2004 6,700 28.7100 USD
March 11, 2004 8,800 28.7200 USD
March 11, 2004 100 28.7300 USD
March 11, 2004 2,000 28.7400 USD
March 11, 2004 1,700 28.7500 USD
March 11, 2004 700 28.7600 USD
March 11, 2004 200 28.6400 USD
March 11, 2004 700 28.6600 USD
March 11, 2004 5,800 28.7000 USD
March 11, 2004 600 28.7100 USD
March 11, 2004 600 28.7200 USD
March 12, 2004 7,500 28.9500 USD
March 12, 2004 900 28.9600 USD
March 12, 2004 4,700 28.9700 USD
March 12, 2004 5,000 28.9900 USD
March 12, 2004 600 28.9800 USD
March 12, 2004 5,000 29.0000 USD
March 12, 2004 10,000 28.7500 USD
March 12, 2004 10,000 28.8936 USD
March 12, 2004 6,300 28.9494 USD
March 15, 2004 8,500 30.0000 USD
March 15, 2004 4,700 30.0100 USD
March 15, 2004 2,700 30.0200 USD
March 15, 2004 5,500 30.0300 USD
March 15, 2004 5,000 30.0500 USD
March 15, 2004 2,000 30.0700 USD
March 15, 2004 1,500 30.1000 USD
March 15, 2004 7,400 30.2600 USD
March 16, 2004 3,400 29.7500 USD
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DATE NUMBER OF SHARES PURCHASE PRICE PER SHARE
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March 16, 2004 3,900 29.8000 USD
March 16, 2004 4,800 29.8500 USD
March 16, 2004 200 29.8600 USD
March 16, 2004 5,000 29.8700 USD
March 16, 2004 11,100 29.9000 USD
March 16, 2004 15,000 29.9100 USD
March 16, 2004 10,000 29.9200 USD
March 16, 2004 5,000 29.9500 USD
March 16, 2004 5,000 29.9600 USD
March 18, 2004 100 28.4500 USD
March 18, 2004 3,900 28.5000 USD
March 18, 2004 400 28.5300 USD
March 18, 2004 17,100 28.5500 USD
March 18, 2004 500 28.5600 USD
March 18, 2004 10,000 28.5700 USD
March 18, 2004 1,700 28.5800 USD
March 18, 2004 5,300 28.5900 USD
March 18, 2004 400 28.6000 USD
March 19, 2004 16,200 28.7500 USD
March 30, 2004 1,000 29.1700 USD
March 30, 2004 5,600 29.1500 USD
March 30, 2004 100 29.1000 USD
March 30, 2004 20,200 29.0500 USD
March 30, 2004 9,100 29.0400 USD
March 30, 2004 1,000 29.0200 USD
March 30, 2004 11,500 29.0100 USD
March 30, 2004 58,000 29.0000 USD
March 30, 2004 4,900 28.9200 USD
March 30, 2004 5,000 28.9000 USD
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TOTAL 453,200
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The shares were sold in open market transactions.
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(d) No person other than the Reporting Person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock owned by the Reporting Person.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH
RESPECT TO THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the person named in Item 2 and any person with
respect to any security of the Company.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Not applicable.
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SIGNATURES
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: May 21, 2004
/s/ Bernard F. Isautier
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Bernard F. Isautier