AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 2004
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
AMENDMENT NO. 2
TO
SCHEDULE 13E-4F
Issuer Tender Offer Statement Pursuant to Section 13(E)(1) of the
Securities Exchange Act of 1934
_________________________
PETROKAZAKHSTAN INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
PROVINCE OF ALBERTA, CANADA
(JURISDICTION OF ISSUER'S INCORPORATION OR ORGANIZATION)
PETROKAZAKHSTAN INC.
(NAME OF PERSON(S) FILING STATEMENT)
CLASS A COMMON SHARES, NO PAR VALUE
(TITLE OF CLASS OF SECURITIES)
71649P102
(CUSIP NUMBER OF CLASS OF SECURITIES)
SUITE 1460, SUN LIFE PLAZA, NORTH TOWER
140-4TH AVENUE S.W.
CALGARY, ALBERTA,
CANADA T2P 3N3
(403)-221-8435
(NAME, ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING
AREA CODE) OF PERSON AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS ON BEHALF OF THE PERSON(S) filing statement)
JUNE 11, 2004
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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US$118,160,000(1) US$14,970.88(1)
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(1) The fee has been calculated pursuant to the instructions for Schedule
13E-4F as prescribed by Section 13(e)(3) of the Securities Exchange Act of
1934, as amended, based on the purchase of up to 4,000,000 Class A Common
Shares at the maximum cash offer price of Cdn$160,000,000 per share and
based on an exchange rate of Cdn$1.00 to USD$0.7385, the inverse noon
buying rate in The City of New York for cable transfers in Canadian dollars
as certified for customs purposes by the Federal Reserve Bank of New York
on June 9, 2004.
[_] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: US$14,970.88 Registration No.: 005-555855
Filing Party: PetroKazakhstan Inc.
Form: Schedule 13E-4F Date Filed: June 14, 2004
EXPLANATORY NOTE
This Amendment No. 2 amends and supplements the Schedule
13E-4F (the "Schedule 13E-4F") filed with the U.S. Securities and Exchange
Commission (the "Commission") on June 14, 2004 by PetroKazakhstan Inc., a
company organized under the laws of Alberta, Canada (the "Company") (as amended
on June 17, 2004). The Schedule 13E-4F is hereby amended and supplemented by
adding the following:
Reference is hereby made to the Press Release included in the
Form 6-K of the Company filed with the Commission on July 20, 2004 that is
incorporated herein by reference.
PART I
INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
ITEM 1. HOME JURISDICTION DOCUMENTS
1. Offer to Purchase and Circular dated June 11, 2004*
2. Letter of Transmittal*
3. Notice of Guaranteed Delivery*
4. Letter to Shareholders*
5. Letter to Optionholders*
6. Form of Broker Letter to Clients*
* Previously filed.
ITEM 2. INFORMATIONAL LEGENDS
See the cover of the Offer to Purchase and Circular
(previously filed).
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PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
The following exhibits have been filed as part of this schedule.
Exhibit Description
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1.1* Press release dated June 14, 2004 announcing commencement
of the issuer bid.
1.2* Annual Information Form of PetroKazakhstan Inc. for the
year ended December 31, 2003, dated May 19, 2004.
1.3* Annual Report on Form 40-F of PetroKazakhstan Inc.
(incorporated by reference to the Annual Report on Form
40-F filed with the U.S. Securities and Exchange Commission
on June 17, 2004).
1.4 Press Release dated July 20, 2004 announcing the
preliminary results of the Dutch auction substantial issuer
bid of the Company (incorporated by reference to the Form
6-K filed with the U.S. Securities and Exchange Commission
on July 20, 2004).
* Previously filed.
PART III
UNDERTAKINGS AND CONSENTS TO SERVICE OF PROCESS
1. UNDERTAKINGS
The issuer undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff,
information relating to this Schedule or to transactions in said securities.
The issuer also undertakes to disclose in the United States,
on the same basis as it is required to make such disclosure pursuant to
applicable Canadian federal and/or provincial or territorial laws, regulations
or policies, or otherwise discloses, information regarding purchases of the
issuer's securities in connection with the cash tender covered by this Schedule.
Such information shall be set forth in amendments to this Schedule.
2. CONSENT TO SERVICE OF PROCESS
Concurrently with the filing of the Schedule 13E-4F on June
14, 2004, the issuer filed with the Commission a written irrevocable consent and
power of attorney on Form F-X.
3
PART IV
SIGNATURES
By signing this Amendment No. 2 to Schedule 13E-4F,
PetroKazakhstan Inc. consents without power of revocation that any
administrative subpoena may be served, or any administrative proceeding, civil
suit or civil action where the cause of action arises out of or relates to or
concerns any offering made or purported to be made in connection with the filing
of this Amendment No. 2 to Schedule 13E-4F or any purchases or sales of any
securities in connection therewith, may be commenced against it in any
administrative tribunal or in any appropriate court in any place subject to the
jurisdiction of any state or of the United States by service of said subpoena or
process upon the registrant's designated agent.
After due 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: July 20, 2004
PETROKAZAKHSTAN INC.
By: /s/ Anthony R. Peart
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Name: Anthony R. Peart
Title: Senior Vice President, General
Counsel and Corporate Secretary
EXHIBIT INDEX
Exhibit Description
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1.1* Press release dated June 14, 2004 announcing commencement
of the issuer bid.
1.2* Annual Information Form of PetroKazakhstan Inc. for the
year ended December 31, 2003, dated May 19, 2004.
1.3* Annual Report on Form 40-F of PetroKazakhstan Inc.
(incorporated by reference to the Annual Report on Form
40-F filed with the U.S. Securities and Exchange Commission
on June 17, 2004).
1.4 Press Release dated July 20, 2004 announcing the
preliminary results of the Dutch auction substantial issuer
bid of the Company (incorporated by reference to the Form
6-K filed with the U.S. Securities and Exchange Commission
on July 20, 2004).
* Previously filed.