MAGELLAN PETROLEUM CORP /DE/, SC 13D/A, 1995-10-25

MAGELLAN PETROLEUM CORP /DE/
SC 13D/A, 1995-10-25
CRUDE PETROLEUM & NATURAL GAS

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 20)

MAGELLAN PETROLEUM CORPORATION
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

0005590911
(CUSIP Number)

Michael B. Scobie
Boral Limited
Level 39
50 Bridge Street
Sydney NSW 2000 Australia
011 (612) 232-6300
(Name, Address, and Telephone Numbers of Person
Authorized to Receive Notices and Communications)

October 17, 1995
(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: [ ]

Check the following box if a fee is being paid with this statement: [ ]

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- ---------------------
CUSIP NO. 0005590911
- ---------------------
- ------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boral Limited
ACN 000 051 696
- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY

- ------------------------------------------------------------
4. SOURCE OF FUNDS
OO
- ------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[ ]
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION

New South Wales, Commonwealth of Australia
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,522,244
EACH ----------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------
10 SHARED DISPOSITIVE POWER
2,522,244
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,522,244
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------

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- ------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- ------------------------------------------------------------
3. SEC USE ONLY

South Australia, Commonwealth of Australia
- ------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,522,244
EACH ----------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ----------------------------------------
10 SHARED DISPOSITIVE POWER
2,522,244
- ------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,522,244
- ------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- ------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
- ------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ------------------------------------------------------------

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This Amendment No. 20 (this "Amendment") is filed to supplement
and amend the information set forth in the Schedule 13D, dated September
11, 1992 (the "Original Schedule 13D"), as amended by Amendment No. 1,
dated September 15, 1992, Amendment No. 2, dated January 29, 1993,
Amendment No. 3, dated May 12, 1993, Amendment No. 4, dated June 10, 1993,
Amendment No. 5, dated June 16, 1993, Amendment No. 6, dated June 22, 1993,
Amendment No. 7, dated July 1, 1993, Amendment No. 8, dated July 12, 1993,
Amendment No. 9, dated July 21, 1993, Amendment No. 10, dated July 23,
1993, Amendment No. 11, dated August 27, 1993, Amendment No. 12, dated
September 1, 1993, Amendment No. 13, dated September 2, 1993, Amendment No.
14, dated September 29, 1993, Amendment No. 15, dated October 13, 1993,
Amendment No. 16, dated October 14, 1993 and Amendment No. 17, dated
October 28, 1993, filed by SAGASCO Holdings Limited ("SAGASCO"), SAGASCO NT
Pty. Ltd. ("SAGASCO NT") and SAGASCO Amadeus Pty. Ltd. ("Amadeus") and
Amendment No. 18, dated November 23, 1993 and Amendment No. 19, dated
December 3, 1993, filed by Boral Limited ("Boral"), SAGASCO, SAGASCO NT and
Amadeus (the Original Schedule 13D as so amended being hereinafter referred
to as the "Schedule 13D") with respect to shares of Common Stock, par value
$.01 per share ("Shares"), of Magellan Petroleum Corporation, a Delaware
corporation (the "Company").

ITEM 1. SECURITY AND ISSUER.

This Amendment relates to Shares. The principal executive
offices of the Company are located at 241 Main Street, Hartford,
Connecticut 06106.

ITEM 2. IDENTITY AND BACKGROUND.

Boral was organized under the laws of the State of New South
Wales, Commonwealth of Australia and is engaged primarily in the
manufacture, distribution and sale of energy, construction material and
building products. The principal offices of Boral are located at Level 39,
50 Bridge Street, Sydney NSW 2000 Australia. Each of SAGASCO, SAGASCO NT
and Amadeus is a subsidiary of Boral.

SAGASCO was organized under the laws of the State of South
Australia, Commonwealth of Australia and is engaged primarily in oil and
gas exploration, processing and distribution. The principal offices of
SAGASCO are c/o Boral at Level 39, 50 Bridge Street, Sydney NSW 2000
Australia.

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Each of SAGASCO NT and Amadeus was organized under the laws of
the State of South Australia, Commonwealth of Australia. Neither SAGASCO
NT nor Amadeus has engaged in any material activities other than activities
relating to the acquisition, ownership and holding of 3,305,869 Shares and
6,158,208 ordinary shares of Magellan Petroleum Australia Limited, a
majority owned subsidiary of the Company ("MPAL"), and takeover bids for
MPAL and Amadeus Oil NL and a tender offer for Shares. The principal
offices of each of SAGASCO NT and Amadeus are c/o Boral at Level 39, 50
Bridge Street, Sydney NSW 2000 Australia.

The information set forth in Schedule A hereto with respect to
each executive officer and director of Boral, SAGASCO, SAGASCO NT and
Amadeus replaces the information previously set forth in the Schedule 13D
and is incorporated by reference herein.

During the last five years, none of Amadeus, SAGASCO NT,
SAGASCO or Boral, or to the best of their knowledge, any of their
respective directors or executive officers has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which any such person was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting activities subject to, federal or state securities laws
or finding any violation of such law.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The Shares beneficially owned by Boral, SAGASCO, SAGASCO NT and
Amadeus were purchased by Amadeus with funds provided by SAGASCO out of
working capital.

ITEM 4. PURPOSE OF TRANSACTION.

The Shares beneficially owned by Boral, SAGASCO, SAGASCO NT and
Amadeus were initially acquired by Amadeus in connection with a takeover
bid for MPAL. SAGASCO, SAGASCO NT, Amadeus and a wholly owned subsidiary
of SAGASCO subsequently commenced a tender offer for Shares. Neither the
takeover bid for MPAL nor the tender offer for Shares was consummated.
Except as described in the last sentence to this Item 4, none of Boral,
SAGASCO, SAGASCO NT or Amadeus has any current plans or proposals which relate
to or would result in any of the actions or events set forth in items (a)
through (j) of the instructions to Item 4 of the form of Schedule 13D
promulgated by the Securities and Exchange Commission under

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the Securities Exchange Act of 1934. As previously disclosed, Boral,
SAGASCO, SAGASCO NT and Amadeus intend to continue to review their
investment in the Company on an ongoing basis and, based on such review,
may determine to increase or decrease such investment through any available
means, including, inter alia, open market purchases or sales or privately
negotiated transactions.

ITEM 5. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

Based on information contained in the most recent publicly
available filings of the Company with the Securities and Exchange
Commission, each of Boral, SAGASCO, SAGASCO NT and Amadeus may be deemed to
beneficially own the number of Shares listed in response to Item 11 of the
cover page filed herewith relating to such person. In addition, the number
of Shares which may be deemed beneficially owned by each such person with
respect to which such person (i) has sole voting power, (ii) shares voting
power, (iii) has sole dispositive power and (iv) shares dispositive power,
are listed in the responses to Items 7, 8, 9 and 10, respectively, of the
cover page filed herewith relating to such person. G.T. Kryger, a non-
executive director of Boral, beneficially owns twenty Shares with respect
to which Boral, SAGASCO, SAGASCO NT and Amadeus disclaim beneficial
ownership.

Set forth on Schedule B is a description of all transactions in
Shares effected by Amadeus during the past sixty days. All of such
transactions were open market sales of Shares.

ITEM 6. CONTRACTS ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.

Except as described in this Amendment, none of Boral, SAGASCO,
SAGASCO NT or Amadeus is a party to any contract, arrangement,
understanding or relationship (legal or otherwise) with respect to any
securities of the Company.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Not Applicable

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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: October 25, 1995

BORAL LIMITED

By: /s/ Michael B. Scobie
Name: Michael B. Scobie
Title: Company Secretary

SAGASCO HOLDINGS LIMITED

By: /s/ Edward J. Cook
Name: Edward J. Cook
Title: Director

SAGASCO NT PTY LTD

By:/s/ Edward J. Cook
Name: Edward J. Cook
Title: Director

SAGASCO AMADEUS PTY LTD

By: Edward J. Cook
Name: Edward J. Cook
Title: Director

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SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF
BORAL, SAGASCO, SAGASCO NT AND AMADEUS

The following table sets forth the name, present principal
occupation or employment and five-year employment history of each executive
officer and director of Boral, SAGASCO, SAGASCO NT and Amadeus and the
name, principal business and address of any corporation or organization in
which such employment is conducted. The business address of each of the
executive officers and directors of Boral, SAGASCO, SAGASCO NT and Amadeus
is c/o Boral Limited, Level 39, 50 Bridge Street, Sydney NSW 2000
Australia. Each of the following persons is a citizen of the Commonwealth
of Australia.

Present Principal Occupation
or Employment and five-year
Name employment history

P.J.W. Cottrell, A.O., O.B.E. Chairman of Boral since 1994. Director
of Boral since 1992 and a member of the
Compensation Committee. Chairman of
Adelaide Steamship Group, Email Limited
and Pacific BBA Limited, Director of
National Australia Bank Limited

R.T. Halstead ............... Director of Boral since 1991 and a
member of Audit Committee. Director of
Amcor Limited. A solicitor, being a
partner in Clayton Utz.

D.J. Hughes, A.M. ........... Director of Boral since 1988 and
Chairman of the Audit Committee.
Director of Goodman Fielder Limited.

G.T. Kryger, A.M. ........... Director of Boral since 1992 and a
member of the Audit Committee.
Chairman of Jamison Equity Limited and
Lang Corporation Limited.

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Sir Bruce Watson ............ Director of Boral since 1990 and
Chairman of the Compensation Committee.
Director of National Australia Bank
Limited.

E.A. Alexander .............. Director of Boral since September 1994
and a member of the Audit Committee.
Director of Amcor Limited. An
Accountant, being a partner of Price
Waterhouse.

A.R. Berg ................... Managing Director of Boral since
January 1994. Managing Director
designate between October 1993 and
January 1994. Director of SAGASCO
since November 1993. Director and CEO
of Macquarie Bank Ltd until October
1993.

P. Allen .................... Finance Director of Boral since June
1994. Previously Secretary of New
South Wales Treasury.

R. Deavin ................... Director, Corporate Development, of
Boral since July 1994. Previously
employed as a consultant by McKinsey &
Company.

M.B. Scobie ................. Director, Corporate Services, of Boral
since July 1992, and company Secretary
of Boral since 1983. Previously
General Manager, Corporate Services of
Boral.

G.A. King .................. Director of SAGASCO since August 1994.
Director of SAGASCO NT and SAGASCO
Amadeus since August 1994. Managing
Director of Boral Energy since August
1994. Previously General Manager, AGL
Gas Company.

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E.J. Cook ................... Director of SAGASCO, SAGASCO NT and
SAGASCO Amadeus since March 1995.
General Manager, Finance of Boral
Energy since August 1994. Previously
Divisional Finance Manager, Blue Circle
Southern Cement Limited.

O.G. Clark .................. Director of SAGASCO since March 1995.
General Manager Natural Gas Business &
Eastern Operations for Boral Energy
since November 1994. Previously Deputy
General Manager & Group Manager,
Development of SA Gas Company.

R.J. Willink ................ Director of SAGASCO, SAGASCO NT and
SAGASCO Amadeus since July 1995.
General Manager Oil & Gas Exploration,
Boral Energy since April 1995.
Previously Exploration Manager at
SAGASCO Resources Limited.

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SCHEDULE B

<TABLE>
<CAPTION>
DATE OF TRANSACTION NUNBER OF SHARES PRICE PER SHARE (US$)

<S> <C> <C>
12 October 1995 100,000 3.75000

13 October 1995 1,670 3.68750
625 3.56250
8,000 3.60000

16 October 1995 165 3.43750
69,325 3.37500
14,276 3.34375
17,700 3.31250
2,500 3.25000

17 October 1995 5,000 3.37500
3,300 3.31260
11,700 3.25000
13,000 3.18750
25,400 3.12500
5,000 3.06250
2,000 3.03125
7,300 3.00000

18 October 1995 30,000 3.31260
40,485 3.25000
53,500 3.18750
70,330 3.12500
24,500 3.06250
12,700 3.00000

19 October 1995 11,450 3.56250
52,000 3.50000
23,300 3.43750
12,450 3.37500
3,500 3.31250
12,700 3.25000
3,000 3.21875

20 October 1995 27,925 3.31250
2,000 3.28125
39,400 3.25000

23 October 1995 29,200 3.31250
13,000 3.28125
3,000 3.25000

24 October 1995 3,575 3.31250
7,450 3.25000
5,000 3.21880
15,000 3.18750
1,200 3.12500

TOTAL 783,625
</TABLE>