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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. 2)*
_______________________
PETROKAZAKHSTAN INC.
(Name of Issuer)
CLASS A COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
71649P102
(CUSIP Number)
BERNARD F. ISAUTIER
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
C/O PETROKAZAKHSTAN INC.
HOGARTH 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)
SEPTEMBER 1, 2004
(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
5,073,140
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY OWNED 0
BY EACH REPORTING ------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
5,073,140
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,073,140
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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)
6.57%
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14 TYPE OF REPORTING PERSON
IN
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AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2 amends and restates 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, and amended by
Amendment No. 1, which was filed on May 21, 2004.
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., Hogarth 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.
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(f) Mr. Isautier is a citizen of Canada.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On June 18, 2004, Mr. Isautier sold 500,000 shares of Common
Stock in open market transactions for an aggregate amount of Cdn$ 19,000,081.
On June 25, 2004, Mr. Isautier sold 100 shares of Common Stock
in an open market transaction for an aggregate amount of Cdn$ 3,672.
On August 21, 2004, Mr. Isautier exercised options to purchase
541,000 shares of Common Stock for an aggregate price of Cdn$ 5,356,300. Mr.
Isautier utilized his personal funds in the acquisition of the securities. No
part of the purchase price was borrowed or otherwise obtained from third parties
for the purpose of acquiring, holding, trading or voting such securities.
On September 1, 2004, Mr. Isautier sold 1,000,000 shares of
Common Stock in open market transactions for an aggregate purchase price of Cdn$
39,150,000, triggering the filing of this Amendment No. 2 to Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired and disposed of beneficial
ownership of the shares of Common Stock described in this Amendment No. 2 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 5,073,140 shares of Common Stock, which based on
calculations made
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in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934, as
amended, and there being 77,175,491 shares of Common Stock outstanding (as
represented by the Company to the Reporting Person), represent approximately
6.57% 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 5,073,140 shares of Common
Stock that may be deemed to be owned beneficially by him.
(c) The shares of Common Stock purchased by Mr. Isautier
during the past 60 days are as follows:
NUMBER PURCHASE PRICE
DATE OF SHARES PER SHARE
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August 21, 2004 171,000 Cdn $ 9.00
August 21, 2004 320,000 Cdn $ 9.64
August 21, 2004 50,000 Cdn $14.65
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TOTAL 541,000
The shares were acquired through the exercise of vested
options.
The shares of Common Stock sold by Mr. Isautier during the
past 60 days are as follows:
NUMBER SALE PRICE
DATE OF SHARES PER SHARE
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June 18, 2004 400 Cdn $38.10
June 18, 2004 500 Cdn $38.05
June 18, 2004 400 Cdn $38.04
June 18, 2004 498,700 Cdn $38.00
June 25, 2004 100 Cdn $ 36.72
September 1, 2004 1,000,000 Cdn $39.15
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TOTAL 1,500,100
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The shares were sold in open market transactions.
(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: September 7, 2004
/s/ Bernard F. Isautier
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Bernard F. Isautier