-----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, T4rPdjfysTKVmEZp5cUepjtIZYLVq0CVbmP73C9qiZ+lG62PMd2U+c348lDXA2qw n4+Cv7cn6bnwm1H9veV4fw== 0000903423-98-000407.txt : 19981203 0000903423-98-000407.hdr.sgml : 19981203 ACCESSION NUMBER: 0000903423-98-000407 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981202 GROUP MEMBERS: TPG PARALLEL I, L.P. GROUP MEMBERS: TPG PARTNERS LP 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: SEC FILE NUMBER: 005-46317 FILM NUMBER: 98763017 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 ------------------------ OMB APPROVAL ------------------------ OMB Number: 3225-0145 Expires: August 31, 1999 Estimated average burden hours per form.....14.90 ------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D** (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 4)* Denbury Resources, Inc. - ----------------------------------------------------------------- (Name of Issuer) Common Shares - ----------------------------------------------------------------- (Title of Class of Securities) 24791620 ------------------------------------------- (CUSIP Number) Richard A. Ekleberry, Esq. Texas Pacific Group 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) December 1, 1998 ------------------------------------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other parties to whom copies are to be sent. * 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). Exhibit Index on Page 4 Page 1 of 5 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, as amended by Amendment No. 1 dated October 30, 1996, as amended by Amendment No. 2 dated January 23, 1998, as amended by Amendment No. 3 dated February 26, 1998 (the "Schedule 13D"), relating to the common shares, without par value ("Common Shares"), of Denbury Resources, Inc. (the "Issuer"). Unless otherwise indicated, all defined terms used herein shall have the same meanings ascribed to them in the Schedule 13D. Item 4. Purpose of Transaction. On December 1, 1998, representatives of investment funds affiliated with the Reporting Persons (the "Affiliated Funds") and a committee of the independent members of the Board of Directors of the Issuer reached an agreement in principle to effect a transaction in which the Affiliated Funds would make a cash investment of $100,000,000 in newly issued Common Shares at a price of $5.39 per Common Share (the "Investment"). The Investment would be financed by committed funds of the Affiliated Funds and would not be subject to any financing contingency. The Investment would be subject to a variety of conditions, including without limitation, approval of the shareholders of the Issuers. Other terms and conditions of the Investment have yet to be determined. There can be no assurance that any definitive agreement with respect to the Investment will be reached, or if such an agreement is reached, that the terms thereof will be as described herein, or that the Investment will be ultimately consummated. Page 2 of 5 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: December 2, 1998 TPG PARTNERS, L.P., By: TPG GenPar, L.P., General Partner By: TPG Advisors, Inc., General Partner By: /s/ Richard A. Ekleberry -------------------------- Richard A. Ekleberry Vice President TPG PARALLEL I, L.P., By: TPG GenPar, L.P., General Partner By: TPG Advisors, Inc., General Partner By: /s/ Richard A. Ekleberry -------------------------- Richard A. Ekleberry Vice President Page 3 of 5 EXHIBIT INDEX Page 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. * Exhibit 4.2 Warrant Issued to TPG Parallel I, L.P. * Exhibit 4.3 Registration Rights Agreement by and * among TPG Partners, L.P., TPG Parallel I, L.P. and Newscope Resources Ltd. Exhibit 4.4 Amendment to Registration Rights Agree- * ment by and among Denbury Resources Inc., TPG Partners, L.P. and TPG Parallel I, L.P. dated October 22, 1996. Exhibit 4.5 Amendment to Registration Rights Agree- * ment by and among Denbury Resources Inc., TPG Partners, L.P. and TPG Parallel I, L.P. dated January 20, 1998. 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). 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). 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 Con- * vertible 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. * Previously filed Page 4 of 5 Exhibit 10.5 Stock Purchase Agreement by and * among TPG Partners, L.P. and Denbury Resources, Inc., dated January 20, 1998. Exhibit 10.6 Agreement in respect of the War- * rants by and among Denbury Resources Inc., TPG Partners, L.P., and TPG Parallel I, L.P. dated January 20, 1998. Exhibit 99.1 Agreement pursuant to Rule 13d-1(f)(1)(iii). * * Previously filed Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----