SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2004
DENBURY RESOURCES INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
1-12935 20-0467835
(Commission File Number) (I.R.S. Employer
Identification No.)
5100 Tennyson Parkway
Suite 3000
Plano, Texas 75024
(Address of principal executive offices (Zip code)
Registrant's telephone number, including area code: (972) 673-2000
Item 5. Other Events.
On March 22, 2004, Denbury Resources Inc. and affiliates of the Texas
Pacific Group ("TPG") entered into an Underwriting Agreement with Lehman
Brothers (the "Underwriter"), pursuant to which TPG has agreed to sell to the
Underwriter approximately 9.3 million shares of Denbury's common stock at a
price of $15.02 per share. Upon closing, TPG's ownership percentage of Denbury's
issued and outstanding shares of common stock will drop from approximately 17%
to zero. Denbury will not receive any of the proceeds from the sale of shares by
TPG and this offering will not affect the number of Denbury shares issued and
outstanding. Representatives of TPG currently hold three of eight seats on
Denbury's board of directors.
Denbury issued a press release on March 23, 2004 describing the sale of the
shares by TPG. A copy of the press release announcing the transaction is
attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit No. Exhibit
----------- -------
1.1 Underwriting Agreement among Lehman Brothers Inc., Denbury Resources Inc., TPG Partners, L.P.,
TPG Parallel I, L.P., TPG Partners II, L.P., TPG Parallel II, L.P., TPG Investors II,
L.P., TPG 1999 Equity Partners II, L.P., dated March 22, 2004.
99.1 Press Release.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Denbury Resources Inc.
(Registrant)
Date: March 23, 2004 By: /s/ Mark C. Allen
--------------------------------
Mark C. Allen
Vice President and
Chief Accounting Officer