sc13g

0000950134-07-017502.txt : 20070809 0000950134-07-017502.hdr.sgml : 20070809 20070809140459 ACCESSION NUMBER: 0000950134-07-017502 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070809 DATE AS OF CHANGE: 20070809 GROUP MEMBERS: TBP INVESTMENTS MANAGEMENT LLC GROUP MEMBERS: THOMAS BOONE PICKENS JR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTEROIL CORP CENTRAL INDEX KEY: 0001221715 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80702 FILM NUMBER: 071039387 BUSINESS ADDRESS: STREET 1: 25025 I-45 NORTH STREET 2: SUITE 420 CITY: WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2812921800 MAIL ADDRESS: STREET 1: 25025 I-45 NORTH STREET 2: SUITE 420 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BP CAPITAL MANAGEMENT L P CENTRAL INDEX KEY: 0001218269 IRS NUMBER: 752948253 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 260 PRESTON COMMOND WEST STREET 2: 8117 PRESTON ROAD CITY: DALLAS STATE: TX ZIP: 75225 SC 13G 1 d49024sc13g.htm SCHEDULE 13G sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

InterOil Corporation

(Name of Issuer)

Common Shares

(Title of Class of Securities)

460951106

(CUSIP Number)

August 2, 2007

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:	o	Rule 13d-1(b)
	þ	Rule 13d-1(c)
	o	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).

SCHEDULE 13G


CUSIP No. — 460951106


1	NAMES OF REPORTING PERSONS:

	BP Capital Management, L.P., a Delaware limited partnership I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 75-2948253


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			943,964

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			943,964

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	943,964

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

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

	3.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	PN

SCHEDULE 13G


CUSIP No. — 460951106


1	NAMES OF REPORTING PERSONS:

	TBP Investments Management LLC, a Delaware limited liability company I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 75-2923553

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			943,964

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			943,964

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	943,964

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

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

	3.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

SCHEDULE 13G


CUSIP No. — 460951106


1	NAMES OF REPORTING PERSONS: Thomas Boone Pickens, Jr.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) o
	(b) þ

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	United States

		5	SOLE VOTING POWER:

NUMBER OF			2,000,000

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			943,964

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			2,000,000

WITH:		8	SHARED DISPOSITIVE POWER:

			943,964

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	2,943,964

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

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

	9.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No. — 460951106


Item 1(a)		Name of Issuer:

		InterOil Corporation

Item 1(b)		Address of Issuer’s Principal Executive Offices:

		60-92 Cook Street
		Portsmith, QLD 4870, Australia

Item 2(a)		Names of Persons Filing:

		BP Capital Management, L.P.
		TBP Investments Management LLC
		Thomas Boone Pickens, Jr.

Item 2(b)		Addresses of Principal Business Offices:

		BP Capital Management, L.P.
		TBP Investments Management LLC
		Thomas Boone Pickens, Jr.
		260 Preston Commons West
		8117 Preston Road
		Dallas, Texas 75225

Item 2(c)		Citizenship:

		BP Capital Management, L.P. – Delaware
		TBP Investments Management LLC – Delaware
		Thomas Boone Pickens, Jr. – United States citizen

Item 2(d)		Title of Class of Securities:

		Common Shares

Item 2(e)		CUSIP Number:

		460951106


CUSIP No. — 460951106

Item 3

Status of Persons Filing:

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

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

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

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

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

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

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

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

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

Item 4

Ownership:

	(a)		As of August 9, 2007, BP Capital Management, L.P., a Delaware limited partnership (“BP Capital”), was the beneficial owner of 943,964 shares of Common Stock (the “Common Stock”), of InterOil Corporation (the “Issuer”). The shares reported as beneficially owned by BP Capital are held by various investment funds for which BP Capital serves as general partner (the “Funds”) and exercises discretionary authority with respect to the voting and disposition of the shares.

			TBP Investments Management LLC, a Delaware limited liability company (“TBP Investments”), is the general partner of BP Capital and serves as investment adviser to the Funds, and therefore may be deemed to be the indirect beneficial owner of the 943,964 shares held by BP Capital.

			As of August 9, 2007, Thomas Boone Pickens, Jr. was the direct beneficial owner of 2,000,000 shares of the Issuer’s Common Stock and in addition may be deemed to be the indirect beneficial owner of the 943,964 shares beneficially owned by BP Capital. Mr. Pickens disclaims beneficial ownership of any of such shares of the Issuer’s Common Stock, except for his pecuniary interest therein.

	(b)		Percent of Class:

			BP Capital – 3.2%* TBP Investments – 3.2%* Thomas Boone Pickens, Jr. – 9.9%*

			* Based upon the total number of outstanding shares of Common Stock of 29,871,180 as of December 31, 2006 reported in the Company’s Report of Foreign Private Issuer on Form 40-F for the fiscal year ended December 31, 2006.


CUSIP No. — 460951106

(c)

Number of shares as to which the person has:

	(i)		sole power to vote or to direct the vote:

			BP Capital – 0 TBP Investments – 0 Thomas Boone Pickens, Jr. – 2,000,000

	(ii)		shared power to vote or to direct the vote:

			BP Capital – 943,964 TBP Investments – 943,964 Thomas Boone Pickens, Jr. – 943,964

	(iii)		sole power to dispose or to direct the disposition of:

			BP Capital – 0 TBP Investments – 0 Thomas Boone Pickens, Jr. – 2,000,000

	(iv)		shared power to dispose or to direct the disposition of:

			BP Capital – 943,964 TBP Investments – 943,964 Thomas Boone Pickens, Jr. – 943,964

Item 5		Ownership of 5% or Less of a Class:

		Not applicable.

Item 6		Ownership of More than 5% on Behalf of Another Person:

		The shares reported as beneficially owned by BP Capital and TBP Investments are held by various investment funds for which BP Capital serves as general partner and TBP Investments serves as investment adviser and such funds have the right to receive dividends from, and the proceeds from the sale of, such shares.

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

		Not applicable.

Item 8		Identification and Classification of Members of the Group:

		See Exhibit A.


CUSIP No. — 460951106


Item 9		Notice of Dissolution of Group:

		Not applicable.

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.


CUSIP No. — 460951106

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.

Date: August 9, 2007


BP CAPITAL MANAGEMENT, L.P.

By:	TBP Investments Management LLC, its general partner

	By:	/s/ Thomas Boone Pickens, Jr.
	Name:	Thomas Boone Pickens, Jr.
	Title:	Chief Executive Officer

TBP INVESTMENTS MANAGEMENT LLC

By:	/s/ Thomas Boone Pickens, Jr.

Name:	Thomas Boone Pickens, Jr.

Title:	Chief Executive Officer


/s/ Thomas Boone Pickens, Jr.

Thomas Boone Pickens, Jr.

EXHIBITS


Exhibit A		Joint Filing Agreement, dated August 9, 2007, entered into by and among BP Capital Management, L.P., TBP Investments Management LLC and Thomas Boone Pickens, Jr.

EX-99.A 2 d49024exv99wa.htm JOINT FILING AGREEMENT exv99wa

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of InterOil Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of August 9, 2007.


BP CAPITAL MANAGEMENT, L.P.

By:	TBP Investments Management LLC, its general partner

	By:	/s/ Thomas Boone Pickens, Jr.
	Name:	Thomas Boone Pickens, Jr.
	Title:	Chief Executive Officer

TBP INVESTMENTS MANAGEMENT LLC

By:	/s/ Thomas Boone Pickens, Jr.

Name:	Thomas Boone Pickens, Jr.

Title:	Chief Executive Officer


/s/ Thomas Boone Pickens, Jr.

Thomas Boone Pickens, Jr.