Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V3zQaOXSujkvI5ZsrX0d7IiBrP0fJiFhmbpTo0DLqgAOEQQh4jt6PnMycPJDBeHd FZaVNIFlyZSX4OemXa7adQ== 0001193125-06-096201.txt : 20060502 0001193125-06-096201.hdr.sgml : 20060502 20060502112617 ACCESSION NUMBER: 0001193125-06-096201 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060502 DATE AS OF CHANGE: 20060502 GROUP MEMBERS: ORIGIN ENERGY RESOURCES LTD GROUP MEMBERS: SAGASCO AMADEUS PTY LIMITED GROUP MEMBERS: SAGASCO NT PTY LTD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ORIGIN ENERGY LTD CENTRAL INDEX KEY: 0000845033 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK [3272] IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 20TH FLR NORWICH HOUSE 610 OCONNELL ST CITY: SYDNEY AUSTRALIA STATE: C3 ZIP: NSW 2000 MAIL ADDRESS: STREET 1: LEVEL 39 AMP CENTRE STREET 2: 50 BRIDGE STREET SYDNEY CITY: NEW SOUTH WALES AUSTRALIA STATE: C4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: BORAL LIMITED DATE OF NAME CHANGE: 19940125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAGELLAN PETROLEUM CORP /DE/ CENTRAL INDEX KEY: 0000061398 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 060842255 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40456 FILM NUMBER: 06797962 BUSINESS ADDRESS: STREET 1: 149 DURHAM RD STREET 2: OAKPARK UNIT 31 CITY: MADISON STATE: CT ZIP: 06443 BUSINESS PHONE: 2032457664 MAIL ADDRESS: STREET 1: 149 DURHAM RD STREET 2: OAKPARK UNIT 31 CITY: MADISON STATE: CT ZIP: 06443 FORMER COMPANY: FORMER CONFORMED NAME: MAGELLAN PETROLEUM CORP PANAMA DATE OF NAME CHANGE: 19671130 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be included in statements filed pursuant to

Rules 13d-1(b), (c), and (d) and amendments thereto filed

pursuant to Rule 13d-2(b)

Magellan Petroleum Corporation

(Name of issuer)

Common Stock, par value $0.01 (“Common Stock”)

(Title of Class of Securities)

559091301

(CUSIP number)

April 21, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

The information required in 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. 559091301
1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Origin Energy Limited (ABN 30 000 051 696)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		AUSTRALIA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER
		0
		6 SHARED VOTING POWER
		3,515,642
		7 SOLE DISPOSITIVE POWER
		0
		8 SHARED DISPOSITIVE POWER
		3,515,642


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		3,515,642
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

		Approximately 10.3%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

		CO

–2–


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Origin Energy Resources Ltd (ABN 66 007 845 338)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		AUSTRALIA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER
		0
		6 SHARED VOTING POWER
		3,296,387
		7 SOLE DISPOSITIVE POWER
		0
		8 SHARED DISPOSITIVE POWER
		3,296,387


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		3,296,387
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

		Approximately 9.7%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

		CO

–3–


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Sagasco NT Pty Ltd (ABN 39 056 420 421)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		AUSTRALIA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER
		0
		6 SHARED VOTING POWER
		3,296,387
		7 SOLE DISPOSITIVE POWER
		0
		8 SHARED DISPOSITIVE POWER
		3,296,387


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		3,296,387
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

		Approximately 9.7%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

		CO

–4–


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

		Sagasco Amadeus Pty Limited (ABN 18 056 420 396)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a) ¨
		(b) ¨
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		AUSTRALIA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER
		0
		6 SHARED VOTING POWER
		3,296,387
		7 SOLE DISPOSITIVE POWER
		0
		8 SHARED DISPOSITIVE POWER
		3,296,387


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		3,296,387
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

		Approximately 9.7%
12		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

		CO

–5–

Item 1

(a).

Name of Issuer:

Magellan Petroleum Corporation (“MPC”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices:

10 Columbus Boulevard,

Hartford, Connecticut, USA,

06106

Item 2

(a).

Name of Person Filing:

Origin Energy Limited (ABN 30 000 051 696)

Origin Energy Resources Ltd (ABN 66 007 845 338)

Sagasco NT Pty Ltd (ABN 39 056 420 421)

Sagasco Amadeus Pty Limited (ABN 18 056 420 396) (“Sagasco”)

Item 2

(b).

Address of Principal Business Office or, if None, Residence:

Level 45 Australia Square,

264-278 George Street,

Sydney NSW 2000

Australia

Item 2

(c).

Citizenship:

N/A

Item 2

(d).

Title of Class of Securities:

Common Stock, par value $0.01 (the “Common Stock”)

Item 2

(e).

CUSIP Number:

559091301

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

–6–


Item 4.	Ownership.*

	Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item I.

	(a)	Amount beneficially owned: 3,515,642.¹

	(b)	Percent of class: approximately: 10.3%.²

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote 0.

		(ii)	Shared power to vote or to direct the vote 3,515,642.

		(iii)	Sole power to dispose or to direct the disposition of 0.

		(iv)	Shared power to dispose or to direct the disposition of 3,515,642.

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	None.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

	See Exhibit 99.2.

Item 8.	Identification and Classification of Members of the Group.

	N/A.

Item 9.	Notice of Dissolution of Group.

	N/A.

Item 10.	Certification.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Pursuant to the acceptance by Sagasco of the Exchange Offer made by MPC for shares of Magellan Petroleum Australia Limited, MPC issued to Sagasco 3,296,387 shares of Common Stock in exchange for 4,395,182 shares of Magellan Petroleum Australia Limited. Pursuant to the acceptance by BTS Pty Limited (“BTS”) of the Exchange Offer made by MPC for shares in Magellan Petroleum Australia Limited, MPC issued to BTS (a wholly owned subsidiary of Origin Energy Limited) 219,255 shares of Common Stock in exchange for 292,339 shares of Magellan Petroleum Australia Limited.

²	MPC had 34,027,257 shares of Common Stock outstanding according to a statement lodged with the Australian Stock Exchange on April 26, 2006.

–7–

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.

Date: April 28, 2006


ORIGIN ENERGY LIMITED

By:		/s/ WILLIAM M HUNDY
Name:		William M Hundy
Title:		Secretary


ORIGIN ENERGY RESOURCES LTD

By:		/s/ WILLIAM M HUNDY
Name:		William M Hundy
Title:		Secretary

SAGASCO NT PTY LTD

By:		/s/ WILLIAM M HUNDY
Name:		William M Hundy
Title:		Secretary

SAGASCO AMADEUS PTY LIMITED

By:		/s/ WILLIAM M HUNDY
Name:		William M Hundy
Title:		Secretary

INDEX TO EXHIBITS


Exhibit No.		Exhibit
99.1		Joint Filing Agreement, dated April 28, 2006, among Origin Energy Limited, Origin Energy Resources Ltd, Sagasco NT Pty Ltd and Sagasco Amadeus Pty Limited.

99.2		Item 7 Information

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT, DATED APRIL 28, 2006 Joint Filing Agreement, dated April 28, 2006

EXHIBIT (99.1)

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value, of Magellan Petroleum Corporation and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.

Date: April 28, 2006


ORIGIN ENERGY LIMITED

By:		/s/ WILLIAM M HUNDY
Name:		William M Hundy
Title:		Secretary

ORIGIN ENERGY RESOURCES LTD

By:		/s/ WILLIAM M HUNDY
Name:		William M Hundy
Title:		Secretary

SAGASCO NT PTY LTD

By:		/s/ WILLIAM M HUNDY
Name:		William M Hundy
Title:		Secretary

SAGASCO AMADEUS PTY LIMITED

By:		/s/ WILLIAM M HUNDY
Name:		William M Hundy
Title:		Secretary

EX-99.2 3 dex992.htm ITEM 7 INFORMATION Item 7 Information

EXHIBIT (99.2)

ITEM 7 INFORMATION

The securities being reported on by Origin Energy Limited (“Origin”) may be deemed to be beneficially owned by Sagasco Amadeus Pty Limited (“Sagasco”) or BTS Pty Ltd (“BTS”). Sagasco is a direct wholly-owned subsidiary of Sagasco NT Pty Limited, which in turn is a direct wholly owned subsidiary of Origin Energy Resources Limited, which in turn is a direct wholly-owned subsidiary of Origin. BTS is a direct wholly-owned subsidiary of FRL Pty Ltd, which in turn is a direct wholly owned subsidiary of Origin.

-----END PRIVACY-ENHANCED MESSAGE-----