-----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, HpJLKwRTv8HM0vo6607hclmg/DSAngZU9aJyEs0ar9DWkCOsY6SJL4FM8Nf2rXrq THMbe4PiUmceDIHQ7VWD6g== 0000897423-96-000108.txt : 19961104 0000897423-96-000108.hdr.sgml : 19961104 ACCESSION NUMBER: 0000897423-96-000108 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961101 SROS: NASD GROUP MEMBERS: TPG PARALLEL I, L.P. GROUP MEMBERS: TPG PARTNERS LP GROUP MEMBERS: TPG PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DENBURY RESOURCES INC CENTRAL INDEX KEY: 0000945764 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46317 FILM NUMBER: 96653054 BUSINESS ADDRESS: STREET 1: 17304 PRESTON RD STREET 2: STE 200 CITY: DALLAS STATE: TX ZIP: 75252 BUSINESS PHONE: 2147133000 MAIL ADDRESS: STREET 1: 17304 PRESTON RD STREET 2: STE 200 CITY: DALLAS STATE: TX ZIP: 75252 FORMER COMPANY: FORMER CONFORMED NAME: NEWSCOPE RESOURCES LTD DATE OF NAME CHANGE: 19950627 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG PARTNERS LP CENTRAL INDEX KEY: 0000923167 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178714000 MAIL ADDRESS: STREET 1: 201 MAIN ST STE 2420 STREET 2: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 DENBURY RESOURCES INC., SCHED. 13D AMEND. NO. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 1)* Denbury Resources Inc. (Name of Issuer) Common Shares (Title of Class of Securities) 24791620 (Cusip Number) James J. O'Brien 201 Main Street, Suite 2420 Fort Worth, Texas 76102 (817) 871-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 30, 1996 (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 [ ]. *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). **The total number of shares reported herein is 8,408,038 shares, which constitutes approximately 40.7% of the 20,663,269 shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. All share numbers reported herein (except in Item 6 hereof, unless specifically indicated otherwise) give effect to a one-for-two reverse stock split effected in October, 1996. 1. Name of Reporting Person: TPG Partners, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Contributions from Partners 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 7,077,692 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 7,077,692 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,646,050 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 37.1% (2) 14. Type of Reporting Person: PN - --------------- (1) Assumes exercise of Warrants (as defined in Item 6) to purchase 568,358 Common Shares. (2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are 20,606,627 Common Shares outstanding. 1. Name of Reporting Person: TPG Parallel I, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: 00 - Contributions from Partners 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Delaware 7. Sole Voting Power: 705,346 Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 705,346 Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 761,988 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 3.8% (2) 14. Type of Reporting Person: PN - -------------- (1) Assumes exercise of Warrants (as defined in Item 6) to purchase 56,642 Common Shares. (2) Assumes, pursuant to Rule 13d-3(d)(1)(i) under the Act, that there are 20,094,911 Common Shares outstanding. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated December 29, 1995 ("Schedule 13D"), relating to the Common Shares, without par value, of Denbury Resources Inc. Unless otherwise indicated, all defined terms used herein shall have the same meanings ascribed to them in the Schedule 13D. Pursuant to Item 101(a)(2)(ii) of Regulation S-T, this filing restates in its entirety the Reporting Persons' (as hereinafter defined) Schedule 13D with respect to Denbury Resources Inc. Item 1. Security and Issuer. Item 1 is hereby restated in its entirety to read as follows: This statement relates to Common Shares, without par value (the "Common Shares"), of Denbury Resources Inc. (formerly Newscope Resources Ltd.) (the "Issuer"). The principal executive offices of the Issuer are located at 17304 Preston Road, Suite 200, Dallas, Texas 75252. Item 2. Identity and Background. Item 2 is hereby restated in its entirety to read as follows: (a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General Rules and Regulations under the Act, this Schedule 13D Statement is hereby filed by TPG Partners, L.P., a Delaware limited partnership ("TPG"), and TPG Parallel I, L.P., a Delaware limited partnership ("Parallel"). TPG and Parallel are sometimes hereinafter collectively referred to as the "Reporting Persons." The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that a group exists. (b)-(c) TPG is a Delaware limited partnership formed in 1993 to invest in securities of entities to be selected by its general partner. The principal business address of TPG, which also serves as its principal office, is 201 Main Street, Suite 2420, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to TPG GenPar, L.P. ("GenPar"), the sole general partner of TPG, is set forth below. Parallel is a Delaware limited partnership formed in June of 1994 to invest along with TPG in securities of entities to be selected by its general partner. The principal business address of Parallel, which also serves as its principal office, is 201 Main Street, Suite 2420, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to GenPar, the sole general partner of Parallel, is set forth below. GenPar is a Delaware limited partnership, the principal business of which is serving as the sole general partner of each of TPG and Parallel. The principal business address of GenPar, which also serves as its principal office, is 201 Main Street, Suite 2420, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, information with respect to TPG Advisors, Inc. ("Advisors"), the sole general partner of GenPar, is set forth below. Advisors is a Delaware corporation, the principal business of which is serving as the sole general partner of GenPar. The principal business address of Advisors, which also serves as its principal office, is 201 Main Street, Suite 2420, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or business address, and present principal occupation or employment of each director, executive officer and controlling person of Advisors are as follows: RESIDENCE OR PRINCIPAL OCCUPATION NAME BUSINESS ADDRESS OR EMPLOYMENT David Bonderman 201 Main Street, President and Director Suite 2420 of Advisors Fort Worth, TX 76102 James G. Coulter 201 Main Street, Vice President and Suite 2420 Director of Advisors Fort Worth, TX 76102 William S. Price 201 Main Street, Vice President and III Suite 2420 Director of Advisors Fort Worth, TX 76102 James J. O'Brien 201 Main Street, Vice President, Suite 2420 Secretary and Fort Worth, TX 76102 Treasurer of Advisors (d) None of the entities or persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the entities or persons identified in this Item 2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All of the natural persons identified in this Item 2 are citizens of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated in its entirety to read as follows: Reporting Person Source of Funds Amount of Funds TPG Contributions of Partners $45,130,406.46(1) Parallel Contributions of Partners $ 4,497,593.54(1) (1) Such amount does not include funds to be used if the Warrants are exercised as discussed in Item 6 hereof. In the event any such Warrants are exercised, TPG and Parallel anticipate using additional contributions from partners to fund such exercise. Item 4. Purpose of Transaction. Item 4 is hereby amended and restated in its entirety to read as follows: The Reporting Persons intend to review continuously their equity position in the Issuer. Depending upon future evaluations of the business prospects of the Issuer and upon other developments, including, but not limited to, general economic and business conditions and money market and stock market conditions, each of the Reporting Persons may determine to increase or decrease its equity interest in the Issuer by acquiring additional Common Shares or Warrants (or other securities convertible or exercisable into Common Shares) or by disposing of all or a portion of its holdings, subject to any applicable legal and contractual restrictions on its ability to do so. Neither Reporting Person has any present plans or proposals relative to the exercise of Warrants. Any decision with regard to exercise of Warrants will be based on the factors set forth above. In addition, the matters set forth in Item 6 hereof hereby are incorporated in this Item 4 by reference as if fully set forth herein. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Act. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated in its entirety to read as follows: (a) TPG The aggregate number of Common Shares that TPG owns beneficially, pursuant to Rule 13d-3 of the Act, is 7,646,050, which constitutes approximately 37.1% of the 20,606,627 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. Parallel The aggregate number of Common Shares that Parallel owns beneficially, pursuant to Rule 13d-3 of the Act, is 761,988, which constitutes approximately 3.8% of the 20,094,911 Common Shares deemed outstanding pursuant to Rule 13d-3(d)(1)(i) of the Act. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any Common Shares. (b) TPG Acting through its sole general partner, TPG GenPar, L.P., acting through its sole general partner, TPG Advisors, Inc., TPG has the sole power to vote or direct the vote and to dispose or direct the disposition of 7,077,692 Common Shares. Parallel Acting through its sole general partner, TPG GenPar, L.P., acting through its sole general partner, TPG Advisors, Inc., Parallel has the sole power to vote or direct the vote and to dispose or direct the disposition of 705,346 Common Shares. (c) On November 30, 1996, TPG purchased 727,499 Common Shares from the Company at a price per share of $12.035. In addition, on November 30, 1996, the Issuer converted TPG's Preferred Shares into 2,561,135 Common Shares. On November 30, 1996, Parallel purchased 72,501 Common Shares from the Company at a price per share of $12.035. In addition, on November 30, 1996, the Issuer converted Parallel's Preferred Shares into 255,237 Common Shares. Except as set forth herein or in the Exhibits filed herewith, to the best of the knowledge of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in Common Shares during the past 60 days. (d) Each of the Reporting Persons affirms that no person other than such 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 Common Shares owned by such Reporting Person. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is hereby amended and restated in its entirety to read as follows: On November 13, 1995, TPG and the Issuer entered into a Securities Purchase Agreement (as amended, the "Purchase Agreement") pursuant to which the Issuer agreed to issue to TPG 8,333,333 Common Shares, 1,500,000 shares of the Issuer's newly designated Convertible First Preferred Shares, Series A (the "Preferred Shares") and warrants (the "Warrants") to purchase 1,250,000 Common Shares. The Purchase Agreement provided that TPG could transfer its rights and obligations under the Purchase Agreement to an affiliate of TPG. On December 14, 1995, TPG transferred its rights to purchase 755,217 Common Shares, 367,443 Preferred Shares and Warrants to purchase 113,283 Common Shares to Parallel prior to the closing (the "Closing") under the Purchase Agreement. In connection with this transfer, TPG, Parallel and the Issuer entered into a First Amendment to Securities Purchase Agreement, dated December 21, 1995 (the "First Amendment"). The description of the Purchase Agreement contained herein is not, and does not purport to be, complete and is qualified in its entirety by reference to the original Purchase Agreement and the First Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively. The Purchase Agreement provides in pertinent part as follows: The Issuer issued to TPG and Parallel 8,333,333 Common Shares at $2.925 per share, the Preferred Shares at $10.00 per share, and the Warrants at $0.50 per Warrant, for an aggregate purchase price of $40,000,000. The proceeds from the sale were contributed by the Issuer to its wholly-owned subsidiary, Denbury Management, Inc., which in turn was to use the proceeds for (i) repayment of bank debt, (ii) acquisitions and development of hydrocarbon properties and (iii) general corporate purposes. Effective as of the Closing, the Issuer amended its Bylaws to provide that the right to determine the number of directors is granted to its Board of Directors and it received the resignations of three of its then Board members. Immediately following the Closing, the Reporting Persons were entitled to, and did, designate three persons to serve on the Issuer's Board, one of whom was required to be, and was, Ronald Greene (who is serving as the Board's Chairman). The Purchase Agreement provided that the Issuer was to propose a slate of seven directors at the 1996 annual meeting of its shareholders and that thereafter, the Reporting Persons shall be entitled to designate three of such seven director nominees. The Purchase Agreement also states that the parties intend that Ronald Greene will also be nominated to serve as one of the seven directors and that he will continue as Chairman of the Board. The Purchase Agreement also provides that the Reporting Persons' designees and Ronald Greene will serve on committees of the Board commensurate with the number of Board seats held by them. The Issuer and the Reporting Persons agreed to use their best efforts to cause the Reporting Persons' representatives and the Issuer's nominees to be elected to the Board. The Reporting Persons also have the right to fill any vacancy occurring in the Board due to one of their designees ceasing to serve on the Board for whatever reason. The Reporting Persons forfeit their right to designate (i) one of the directors they would otherwise be entitled to designate if they (and their affiliates) own securities representing less than 30% of the Common Shares outstanding from time to time, calculated on a fully diluted basis; and (ii) all of the directors they would otherwise be entitled to designate if they (and their affiliates) own securities representing less than 20% of the Common Shares outstanding from time to time, calculated on a fully-diluted basis. Pursuant to the Purchase Agreement, under certain circumstances (unless the Reporting Persons (and their affiliates) own securities representing less than 20% of the Common Shares outstanding from time to time, calculated on a fully-diluted basis), the Reporting Persons have the right to purchase or acquire equity securities of the Issuer as necessary to maintain their pro rata ownership in the Issuer's equity securities. Effective as of the Closing, the Issuer's Articles of Continuance were amended to change the name of the Issuer to Denbury Resources Inc. and to add a provision requiring the affirmative vote of greater than 66.66% of the entire Board of Directors for the approval of certain corporate actions, including, without limitation, (i) certain acquisitions or dispositions of assets; (ii) increases or decreases in the number of directors; (iii) any amendment to the articles or bylaws of the Issuer; (iv) certain issuances by the Issuer of equity securities or securities convertible into equity securities, (v) the creation of any new series of First or Second Preferred Shares and the provisions thereof; (vi) any change in the provisions attached to unissued shares of any series; (vii) the issuance of any debt securities in excess of 10% of the Issuer's assets; (viii) any borrowings by the Issuer, other than advances against existing credit lines, and any increase in existing credit lines, in each case, in excess of 10% of the Issuer's assets in respect of which the Issuer is required to grant security for the debt obligations or any borrowed money. The provisions attaching to the Preferred Shares are included in the Articles of Amendment to the Issuer's Articles of Continuance (the "Articles of Amendment"). The description of the Articles of Amendment contained herein (including the description below of the series provisions attaching to the Preferred Shares) is not, and does not purport to be, complete and is qualified in its entirety by reference to the Articles of Amendment, a copy of which is attached hereto as Exhibit 3(i). As noted above, pursuant to the Purchase Agreement, TPG and Parallel purchased from the Issuer 1,364,061 and 135,939 Preferred Shares, respectively. On November 30, 1996, the Issuer converted all of the Preferred Shares into Common Shares. The Preferred Shares had a liquidation premium and were convertible at any time at the option of the holder at an initial conversion price of U.S. $3.70, subject to adjustment in each calendar quarter commencing in 1996 of the conversion price then in effect by multiplying it by a factor of 0.975 until the fourth quarter of the year 2000. If at any time on and after January 1, 1999, the weighted average trading price of the Common Shares on the Toronto Stock Exchange, NASDAQ or such other exchange on which the Common Shares are listed and posted for trading is equal to or exceeds U.S. $5.00 (or the equivalent thereof) for any period of 40 consecutive trading days, the Issuer had the right to require the conversion of all but not less than all of the Preferred Shares at the applicable conversion price then in effect. Unless previously converted, the Preferred Shares were required to be retracted by the Issuer on December 31, 2000, for the aggregate retraction amount per share of U.S. $16.386, being comprised of the stated value per Preferred Share in the amount of U.S. $10.00 plus a retraction premium in the amount of U.S. $6.386 per share. Preferred Shares retracted are to be cancelled and not reissued. The Preferred Shares did not have any dividend requirements or voting rights (unless the Issuer fails to pay any retraction premium when due). The series provisions attaching to the Preferred Shares prohibited the Issuer from taking certain actions without the approval of the holders of the Preferred Shares, including, but not limited to, (i) the issuance of shares ranking prior to or on parity with the Preferred Shares as to distribution of assets in the event of the liquidation, dissolution or winding-up of the Issuer; (ii) any repurchase, reduction or repayment of less than all of the outstanding Preferred Shares; and (iii) the declaration of any dividends on the Common Shares or on any other shares of the Issuer which by their terms rank junior to the Preferred Shares as to the payment of dividends. The description of the Warrants that follows is not, and does not purport to be, complete and is qualified in its entirety by reference to the Warrants issued to TPG and to Parallel, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively. The Warrants originally entitled TPG and Parallel to purchase up to 1,136,717 and 113,283 Common Shares, respectively, for $3.70 (U.S. funds) per share, provided that if at any time after two years from the date of issuance of the Warrants the weighted average trading price of the Common Shares on The Toronto Stock Exchange, NASDAQ or such other exchange on which the Common Shares are listed and posted for trading is equal to or exceeds U.S. $5.00 (or the equivalent thereof) per share for any period of 40 consecutive trading days, the Warrants shall expire and be of no further force and effect 14 Business Days after the Issuer provides written notice to the holders of such event. The Warrants are exercisable at any time, in whole or in part, until December 21, 1999. At the Closing, TPG Parallel and the Issuer entered into a Registration Rights Agreement (the "Registration Rights Agreement"), dated December 21, 1995. The description of the Registration Rights Agreement that follows is not, and does not purport to be, complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached hereto as Exhibit 4.3. The Registration Rights Agreement grants certain registration rights to the Reporting Persons with respect to the Common Shares issued to them at the Closing and the Common Shares issuable upon conversion of the Preferred Shares and exercise of the Warrants. Pursuant to the Registration Rights Agreement, the Reporting Persons have certain rights to "piggyback" on other registration statements relating to the Issuer's capital stock filed by the Issuer or another stockholder of the Issuer. In addition, the Reporting Persons have the right to cause the Issuer to effect one demand registration of such shares in the event they have not sold all of their Registrable Common Shares (as defined in the Registration Rights Agreement) prior to the second anniversary of the Closing. Such right is for a period commencing on the second anniversary of the Closing and ending on the fifth anniversary of the Closing. The Registration Rights Agreement provides that the Issuer may not take any action that results in any other person having registration rights with respect to securities of the Issuer or its affiliates that are more favorable than the registration rights of the Reporting Persons. On August 29, 1996, TPG, Parallel and the Issuer entered into an Agreement in respect of the Preferred Shares and the Common Shares (the "Public Offering Agreement"). The description of the Public Offering Agreement that follows is not, and does not purport to be, complete and is qualified in its entirety by reference to the Public Offering Agreement, a copy of which is attached hereto as Exhibit 10.4. Pursuant to the Public Offering Agreement, TPG and Parallel consented to an amendment to the terms of the Preferred Shares to permit the Issuer to require the holders of the Preferred Shares to exercise their conversion rights with respect to the Preferred Shares. TPG and Parallel agreed, in their capacities as holders of Preferred Shares, to execute a resolution in lieu of a special meeting approving this change to the terms of the Preferred Shares, and TPG and Parallel also agreed, in their capacities as holders of Common Shares, to vote the Common Shares owned by each in favor of the amendment to the terms of the Preferred Shares at a special meeting of shareholders. In addition, TPG and Parallel also agreed to waive its preemptive rights, granted pursuant to section 4.18(a) of the Purchase Agreement, with respect to Common Shares issued pursuant to (i) the Issuer's underwritten public offering of Common Shares in the United States (the "Public Offering"), which closed October 30, 1996 and (ii) Common Shares issued for the interest due on conversion of the Issuer's Cdn. $2,000,000 9 1/2% Convertible Debentures. In addition, TPG and Parallel waived their rights under the Registration Rights Agreement to have any Common Shares or Preferred Shares owned by either included in the Public Offering. On October 2, 1996, TPG and the Issuer entered into a Stock Purchase Agreement (the "Stock Purchase Agreement"), pursuant to which the Issuer agreed to issue to TPG 800,000 (post-split) Common Shares (the "TPG Offering"). The description of the Stock Purchase Agreement that follows is not, and does not purport to be, complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 10.3. The Stock Purchase Agreement provided that TPG could transfer its rights under the Stock Purchase Agreement to an affiliate of TPG. On October 25, 1995, TPG transferred its rights to purchase 72,501 (post-split) Common Shares to Parallel prior to the closing under the Stock Purchase Agreement. The Common Shares were to be purchased at a price per share of 93.5% of the price per share of the Common Shares offered in the Public Offering, subject to the approval of the Toronto Stock Exchange, which approval was obtained on October 16, 1996. The Common Shares were purchased at a price per share of $12.035. On October 22, 1996, the Issuer, TPG and Parallel entered into an amendment to the Registration Rights Agreement (the "Registration Rights Agreement Amendment"), whereby the Common Shares purchased by TPG and Parallel pursuant to the Stock Purchase Agreement became registrable under the Registration Rights Agreement. This description of the Registration Rights Agreement Amendment is not, and does not purport to be, complete and is qualified in its entirety by reference to the Registration Rights Agreement Amendment, a copy of which is attached hereto as Exhibit 4.4. Except as set forth herein or in the Exhibits filed herewith, there are no contracts, arrangements, understandings or relationships with respect to the shares of the capital stock of the Issuer owned by the Reporting Persons. Item 7. Material to be Filed as Exhibits. Item 7 is hereby amended and restated in its entirety to read as follows: Exhibit 3(i) -- Articles of Amendment to Articles of Continuance of Newscope Resources Ltd., dated December 21, 1995, (containing the Series Provisions attaching to the Convertible First Preferred Shares, Series A). Exhibit 4.1 -- Warrant Issued to TPG Partners, L.P. (previously filed) Exhibit 4.2 -- Warrant Issued to TPG Parallel I, L.P. (previously filed) Exhibit 4.3 -- Registration Rights Agreement by and among TPG Partners, L.P., TPG Parallel I, L.P. and Newscope Resources Ltd. (previously filed) Exhibit 4.4 -- Amendment to Registration Rights Agreement by and among Denbury Resources, Inc., TPG Partners, L.P. and TPG Parallel I, L.P. dated October 22, 1996. Exhibit 10.1 -- Securities Purchase Agreement by and between TPG Partners, L.P. and Newscope Resources Ltd., dated November 13, 1995 (Exhibits and Appendices intentionally omitted). (previously filed) Exhibit 10.2 -- First Amendment to Securities Purchase Agreement by and among TPG Partners, L.P., TPG Parallel I, L.P. and Newscope Resources Ltd., dated December 21, 1995 (Appendix intentionally omitted). (previously filed) Exhibit 10.3 -- Stock Purchase Agreement by and among TPG Partners, L.P. and Denbury Resources, Inc., dated October 2, 1996. Exhibit 10.4 -- Agreement in respect of the Convertible First Preferred Shares, Series A and the Common Shares, no par value of Denbury Resources Inc. by and among TPG Partners, L.P., TPG Parallel I, L.P. and Denbury Resources Inc. dated August 29, 1996. Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(f)(1)(iii). 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: November 1, 1996 TPG PARTNERS, L.P., a Delaware limited partnership By: TPG GenPar, L.P., a Delaware limited partnership, General Partner By: TPG Advisors, Inc., a Delaware corporation, General Partner By: /s/ James J. O'Brien James J. O'Brien, Vice President TPG PARALLEL I, L.P., a Delaware limited partnership By: TPG GenPar, L.P., a Delaware limited partnership, General Partner By: TPG Advisors, Inc., a Delaware corporation, General Partner By: /s/ James J. O'Brien James J. O'Brien, Vice President EX-4.3 2 AMEND. TO REGIS. RIGHTS AGREEMENT Exhibit 4.3 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT is dated as of October 22, 1996, and is by and among DENBURY RESOURCES, INC., a Canadian corporation (the "Company"), TPG PARTNERS, L.P., a Delaware limited partnership ("TPG"), and TPG PARALLEL I, L.P., a Delaware limited partnership ("Parallel"). W I T N E S S E T H: WHEREAS, the Company, TPG and Parallel are parties to that certain Registration Rights Agreement effective as of December 21, 1995 (the "Registration Rights Agreement"); and WHEREAS, the Company and TPG are parties to that certain Stock Purchase Agreement dated as of October 2, 1996 (the "Stock Purchase Agreement"), whereby TPG has agreed to purchase 800,000 shares of newly- issued Common Stock from the Company; and WHEREAS, the parties desire to amend herein the Registration Rights Agreement so that the benefits accruing to TPG and Parallel thereunder shall likewise apply to the shares of Common Stock to be purchased pursuant to the Stock Purchase Agreement; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto hereby agree as follows: 1. Section 1(i) of the Registration Rights Agreement hereby is amended in its entirety to read as follows: (i) "Subject Common Shares " means the Common Shares to be acquired pursuant to the Securities Purchase Agreement, the Common Shares issuable upon exercise of the Warrants and upon conversion of the Series A Preferred Shares, and, if necessary (only with respect to registration in the United States) to register the underlying Common Shares, the Warrants and the Series A Preferred Shares, any additional Common Shares distributed in respect of such Subject Common Shares, any equity security into which the original Subject Common Shares are converted, and the Common Shares to be acquired pursuant to that certain Stock Purchase Agreement dated as of October 2, 1996, between the Company and TPG. 2. Except as amended hereby, the Registration Rights Agreement remains in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment to Registration Rights Agreement effective as of the date first above written. DENBURY RESOURCES, INC. By:______________________________________ Phil Rykhoek, Chief Financial Officer TPG PARTNERS, L.P. By: TPG GenPar, L.P., its general partner By: TPG Advisors, Inc., its general partner By:______________________________________ James J. O'Brien, Vice President TPG PARALLEL I, L.P. By: TPG GenPar, L.P., its general partner By: TPG Advisors, Inc., its general partner By:______________________________________ James J. O'Brien, Vice President EX-10.3 3 STOCK PURCHASE AGREEMENT Exhibit 10.3 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is entered into as of the 2nd day of October, 1996 by and between Denbury Resources, Inc. ("Company") and TPG Partners, L.P. ("Buyer"). W I T N E S S E T H WHEREAS, the Company is offering 3,600,000 of its Common Shares ("Common Shares"), no par value, to the public in an offering ("Public Offering") through a syndicate of underwriters ("Underwriters"); and WHEREAS, concurrent with and conditioned upon the closing of the Public Offering, the Company desires to sell to Buyer, and Buyer desires to purchase from Company, 800,000 of the Company's Common Shares (the "Shares") pursuant to a registered offering on the terms and conditions set forth herein; NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 PURCHASE AND SALE OF SHARES 1.1 Purchase and Sale of Shares. Subject to the conditions set forth in Section 1.3 hereof, the Company agrees to sell the Shares to Buyer and Buyer agrees to purchase the Shares from the Company, on the terms and conditions set forth in this Agreement. 1.2 Purchase Price. The purchase price per Share for the Shares shall be 93.5% of the price per share of the Common Shares to the public in the Public Offering, as set forth in the final prospectus relating to the Public Offering; provided, however, that such purchase price shall be subject to approval by the Toronto Stock Exchange ("TSE"). ln the event that the TSE does not approve the purchase price of 93.5% of the Public Offering price, the purchase price of the Shares shall be 100% of the price per share to the public in the Public Offering. 1.3 Conditions Precedent. The Company's obligation to sell and Buyer's obligation to buy the Shares is subject to and conditioned upon (i) the closing of the Public Offering, (ii) the effectiveness of a Registration Statement relating to the TPG Offering, and (iii) the delivery to Buyer of a final prospectus relating to the TPG Offering. 1.4 Closing. The purchase and sale of the Shares shall be consummated at a closing to be held simultaneously with the closing of the Public Offering, or at such other date as the parties shall agree. At the closing, the following documents shall be exchanged: A. In payment of the purchase price for the Shares, Buyer shall deliver immediately available funds to the Company by wire transfer to NationsBank of Texas, N.A, ABA #_____________, Account No. ____________, Memo: For the Account of Denbury Resources, Inc. B. The Company shall deliver the certificate(s) representing the Shares to Buyer. C. Buyer and the Company shall execute and deliver each to the other at the closing a cross receipt for the certificate(s) representing the Shares and the funds representing the purchase price of the Shares, respectively. 1.5 Assignment to Affiliates. Buyer may assign all or any portion of its rights to purchase the Shares under this Agreement to any one of its affiliates having TPG GenPar, L.P., as its general partner, including TPG Parallel I, L.P. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF BUYER 2.1 Informed Investor. Buyer holds the position of an affiliate of the Company for the purpose of Rule 144 promulgated pursuant to the Securities Act of 1933 (the "Act"), and by reason of such position has access to substantial information regarding the Company's finances, properties, assets and liabilities, and business prospects. Such information is sufficient to permit Buyer to make an informed investment in the Shares. 2.2 Sophisticated Investor. By reason of Buyer's business and financial experience (and the business and financial experience of any persons retained by Buyer to advise him with respect to his investment in the Shares), Buyer (together with such advisers, if any) has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risks of the investment in the Shares. 2.3 No Distribution Intent. Buyer represents to the Company that it is not acquiring the Shares with a view to, nor does it have any current intent to engage in, a distribution of the Shares. Buyer acknowledges that as an affiliate under Rule 144, Buyer may only resell the Shares in accordance with the applicable terms and conditions of Rule 144 (other than Rule 144(d)), including restrictions on the volume of Shares that may be resold and the manner of sale. 2.4 Authority; No Consent. Upon execution and delivery by Buyer, this Agreement will constitute the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. Buyer has the absolute and unrestricted right, power, and authority to execute and deliver is Agreement and to perform its obligations under this Agreement. Buyer is not and will not be required to obtain any consent from any person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereby. 2.5 No Violation. Buyer represents and warrants that neither the execution and performance of this Agreement nor the consummation of the transactions contemplated hereby will (i) conflict with, or result in a breach of the terms, conditions and provisions of, or constitute a default under, its organizational documents, any agreement, indenture or other instrument under which it is bound, or (ii) violate or conflict with any judgment, decree, order, statute, rule, regulation or administrative proceedings or lawsuits, pending or threatened, of any court or any public, governmental or regulatory agency or body having jurisdiction over him or his properties or assets. ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3.1 Shares. The Shares will be duly authorized and when issued in accordance with this Agreement and upon the payment of the purchase price set forth, Section 1.2 hereof, will be duly and validly issued, fully paid and nonassessable and the Company will deliver an opinion of Jenkins & Gilchrist, a Professional Corporation, to that effect at the closing. 3.2 Authority; No Consent. Upon the execution and delivery by the Company of this Agreement, this Agreement will constitute the legal, valid, and binding obligation of the Company, enforceable against it in accordance with its terms. The Company has the absolute and unrestricted right, power, and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The Company is not and will not be required to obtain any consent from any person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the transactions contemplated hereby. ARTICLE 4 MISCELLANEOUS 4.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements, and understandings relating to the subject matter hereof. 4.2 Notices. All notices, payments and other required communications ("Notices") to the parties shall be in writing, and shall be addressed, respectively, as follows: If to Company: Denbury Resources Inc. 17304 Preston Road, Suite 200 Dallas, Texas 75252 Attn: Phil Rykhoek If to Buyer: TPG Partners, L P. 201 Main Street Suite 2420 Fort Worth, Texas 76102 Attn: James J. O'Brien All Notices shall be given (i) by personal delivery, or (ii) by electronic communication, with a confirmation sent by registered or certified mail, return receipt requested, or (iii) by registered or certified mail, return receipt requested. All Notices shall be deemed delivered (i) if by personal delivery, on the date of delivery if delivered during normal business hours, and, if not delivered during normal business hours, on the next business day following delivery, (ii) if by electronic communication, on the date of receipt of the electronic communication, and (iii) if solely by mail, on the date of deposit of the mailing in an official U.S. post office mail depository. A party may change its address by Notice to the other party. 4.3 Applicable Law and Venue. All questions concerning the construction, validity and interpretation of this Agreement shall be governed by the internal laws, and not the law of conflicts, of the State of Texas. Any legal action relating to this Agreement shall be brought only in a court of competent jurisdiction in Dallas County, Texas or in the United States District Court for the Northern District of Texas, Dallas Division. 4.4 Attorney's Fees. If any legal action is brought by any party hereto, it is expressly agreed that the prevailing party in such legal action shall be entitled to recover from the other party reasonable attorneys' fees in addition to any other relief that may be awarded. For the purposes of this Section, the "prevailing party" shall be the party in whose favor final judgment is entered. In the event that declaratory or injunctive relief alone is granted, the court may determine which, if either, of the parties is the prevailing party. The amount of reasonable attorneys' fees shall be determined by the court. 4.5 Waiver. The failure of a party to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof shall not constitute a waiver of any provision of this Agreement or limit the party's right thereafter to enforce any provision or exercise any right. 4.6 Severability. If any term, provision, covenant, or restriction of this Agreement is held by the final, nonappealable order of a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. 4.7 Amendments. This Agreement may be amended, modified, or superseded only by written instrument executed by all parties hereto. 4.8 Headings. The Article and Section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent or for any purpose, to limit or define the text of any Article or Section. 4.9 Gender and Number. Whenever required by the context, as used in this Agreement, the singular number shall include the plural and the neuter shall include the masculine or feminine gender, and vice versa. 4.10 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties have not signed the same counterpart. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written. Company: DENBURY RESOURCES INC. By: ___________________________ Phil Rykhoek Chief Financial Officer Buyer: TPG PARTNERS, INC. By: TPG GenPar, L.P. its General Partner By: TPG Advisors, Inc. its General Partner By: ___________________ James J. O'Brien Vice President EX-10.4 4 AGREEMENT IN RESPECT OF COMMON AND PREFERRED SHARES Exhibit 10.4 AGREEMENT THIS AGREEMENT ("Agreement"), in respect of the Convertible First Preferred Shares, Series A (the "Preferred Shares"), and the Common Shares, no par value ("Common Shares") of Denbury Resources Inc. (the "Company"), held by TPG Partners, L.P. and TPG Parallel, L.P., both Delaware limited partnerships (collectively "TPG"), is entered into as of the 29th day of August, 1996 by and between the Company and TPG. W I T N E S S E T H WHEREAS, the Company and TPG are parties to that certain Securities Purchase Agreement dated effective November 13, 1995, whereby TPG purchased: (i) 8,333,333 Common Shares, (ii) 1,500,000 Preferred Shares and (iii) warrants entitling TPG to purchase 1,250,000 Common Shares ("Warrants"), for a total consideration of $40,000,000, under the terms, mutual covenants and agreements set forth in the Securities Purchase Agreement and in appendices thereto; and WHEREAS, the Company and TPG are parties to that certain Registration Rights Agreement dated effective as of December 21,1995, whereby the Company agreed to provide TPG with certain rights with respect to the registration of the Company's securities under the Securities Act of 1933; and WHEREAS, the Company and TPG desire to amend certain terms of the Preferred Shares and other terms and covenants set forth in the Securities Purchase Agreement and appendices thereto and the Registration Rights Agreement, to better position the Company for an upcoming underwritten public offering in the United States by the Company of its Common Shares ("Offering"), which is expected to occur on or about the week of November 18, 1996; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 Conversion of Preferred Shares Pursuant to Article 8 of the Series Provisions Attaching to the Convertible First Preferred Shares, Series A ("Preferred Share Terms"), TPG hereby consents to an amendment to the Preferred Share Terms as described in the resolution attached hereto as Exhibit A, and agrees to execute a form of such resolution, in its capacity as the holder of the Preferred Shares, in lieu of a special meeting of the preferred shareholders, to approve an amendment to the Articles of Continuance of the Company ("Preferred Amendment"). Furthermore, TPG agrees to vote, in person or by proxy, at the Special Meeting of the shareholders to be held on October 9, 1996 (the "Special Meeting"), its 8,333,333 Common Shares in favor of the Special Resolution to approve the Preferred Amendment. ARTICLE 2 Waiver of Preemptive Rights TPG hereby waives its rights, pursuant to Section 4.18(a) of the Securities Purchase Agreement, to purchase or acquire equity securities of the Company identical to securities offered by the Company in order to maintain its pro rata ownership in the equity securities of the Company, with respect only to the following issuances: (i) Common Shares issued pursuant to the Offering, and (ii) Common Shares issued for the interest due on conversion, subject to shareholder approval, of the Cdn. $2,000,000 of 9 1/2% Convertible Debentures of the Company prior to the Offering, as further described in the Company's Information Circular-Proxy Statement pertaining to the Special Meeting. TPG furthermore waives its right, pursuant to Section 4.18(b) of the Securities Purchase Agreement, to receive a written notice from the Company of the terms of the issuances of the Common Shares set forth above and other matters set forth in Section 4.18(a). ARTICLE 3 Waiver of Registration Rights TPG hereby agrees to waive its rights pursuant to Section 2 of the Registration Rights Agreement to have any of its Common Shares, including any Common Shares received upon the conversion of its Preferred Shares, or any of its Preferred Shares included in the Offering or otherwise registered by the Company in connection with the Offering. TPG reserves all other rights pursuant to the Registration Rights Agreement, which continues in full force and effect, except as set forth in this Article 3 with respect to the Offering. ARTICLE 4 Miscellaneous Section 4.1. Severability. If any term, provision, covenant, or restriction of this Agreement is held by the final, nonappealable order of a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. Section 4.2. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which together shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties have not signed the same counterpart. Section 4.3. Expiration. Notwithstanding anything to the contrary contained herein, the agreements of TPG set forth in the second paragraph of Article II and the first sentence of Article III shall expire if the offering shall not have occurred by January 18, 1997. IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written. THE COMPANY: Denbury Resources, Inc. By: ______________________________ Phil Rykhoek Chief Financial Officer TPG: TPG Partners, L.P. By: TPG GenPar, L.P., its general partner By: TPG Advisors, its general partner By: ______________________________ Name: ____________________________ Title: ___________________________ TPG Parallel, L.P. By: TPG GenPar, L.P., its general partner By: TPG Advisors, its general partner By: ______________________________ Name: ____________________________ Title: ___________________________ EXHIBIT A RESOLUTION of all of the holders of Convertible First Preferred Shares, Series A of Denbury Resources Inc. (the "Corporation") passed effective the 29th day of August, 1996 pursuant to the provisions of Section 142 of the Canada Business Corporations Act AMENDMENT TO PREFERRED SHARE CONVERSION TERMS BE IT RESOLVED, THAT: 1. pursuant to section 173(1)(g) of the Canada Business Corporations Act, the rights, privileges, restrictions and conditions (the "Preferred Share Terms") attaching to the outstanding Convertible First Preferred Shares, Series A (the "Preferred Shares") of the Corporation, be and the same are hereby modified and amended to enable the Corporation to have the right to require the holders of the Preferred Shares to exercise their conversion rights set forth in Section 3.1 of the Preferred Share Terms in respect of all, but not less than all, the Preferred Shares held by such holders, at any time, provided that if such mandatory conversion right is exercised by the Corporation at any time prior to January 1, 1999, the Preferred Shares shall be convertible into Common Shares at the conversion rate in effect as at January 1, 1999, and specifically, the provisions of Section 3.3 of the Preferred Share Terms be and the same are hereby amended by the deletion of the first sentence thereof and the substitution therefor of the following: "Notwithstanding the foregoing, the Corporation shall have the right to require the holders of the First Preferred Shares, Series A to exercise their conversion rights set forth in Section 3.1 in respect of all, but not less than all, the First Preferred Shares, Series A held by such holders provided that if such right is exercised by the Corporation at any time prior to January 1, l999, the First Preferred Shares, Series A shall be convertible into fully paid and nonassessable Common Shares on the Current Conversion Basis in effect as at January 1, 1999." 2. the issuance of the Common Shares of the Corporation on conversion of the Preferred Shares in accordance with the rights, privileges, restrictions and conditions attached to such Preferred Shares, as modified hereby, be and the same is hereby authorized and approved; and 3. any one director or officer of the Corporation is hereby authorized to file Articles of Amendment to effect the aforesaid amendment to the Preferred Share Terms with the Director appointed under the Canada Business Corporations Act and to do and perform all such further acts and things and to execute all such other deeds, documents and other instruments as may be necessary or desirable in order to carry out the provisions of this resolution; TPG PARTNERS, L.P. By: TPG GenPar, L.P. By: TPG Advisors, Inc. By: _______________________________ TPG PARALLEL, L.P. By: TPG GenPar, L.P. By: TPG Advisors, Inc. By: _______________________________ EX-99.1 5 JOINT FILING AGREEMENT FOR SCHED. 13D AMEND. NO. 1 Exhibit 99.1 Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. TPG PARTNERS, L.P., a Delaware limited partnership By: TPG GenPar, L.P., a Delaware limited partnership, General Partner By: TPG Advisors, Inc., a Delaware corporation, General Partner By: /s/ James J. O'Brien James J. O'Brien, Vice President TPG PARALLEL I, L.P., a Delaware limited partnership By: TPG GenPar, L.P., a Delaware limited partnership, General Partner By: TPG Advisors, Inc., a Delaware corporation, General Partner By: /s/ James J. O'Brien James J. O'Brien, Vice President -----END PRIVACY-ENHANCED MESSAGE-----