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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Denbury Resources Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Shares
--------------------------------------------------------------------------------
(Title of Class of Securities)
24791620
--------------------------------------------------------------------------------
(CUSIP Number)
Richard A. Ekleberry
Texas Pacific Group
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
(817) 871-4000
With a copy to:
Janet Fisher, Esq.
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
---------------------------------------------- ---------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 22, 2004
--------------------------------------------------------------------------------
(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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
SEC 1746 (11-02)
CUSIP No. 24791620 SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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 of 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
- 0 -
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING - 0 -
PERSON
WITH 9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0.0 %-
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 24791620 SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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 of 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
- 0 -
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING - 0 -
PERSON
WITH 9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0.0%-
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 24791620 SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Partners II, 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 of 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
- 0 -
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING - 0 -
PERSON
WITH 9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0.0% -
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 24791620 SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Parallel II, 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 of 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
- 0 -
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING - 0 -
PERSON
WITH 9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0.0%-
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 24791620 SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG Investors II, 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 of 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
- 0 -
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING - 0 -
PERSON
WITH 9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0.0%-
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 24791620 SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TPG 1999 Equity Partners II, 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 of 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
- 0 -
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING - 0 -
PERSON
WITH 9 SOLE DISPOSITIVE POWER
- 0 -
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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"),
TPG Partners, L.P. ("TPG"), TPG Parallel I, L.P. ("Parallel"), TPG Partners II,
L.P. ("TPG II"), TPG Parallel II, L.P. ("Parallel II"), TPG Investors II, L.P.
("Investors II") and TPG 1999 Equity Partners II, L.P. ("Equity Partners II")
hereby amend their statement on Schedule 13D, dated December 29, 1995, as
heretofore amended (the "Schedule 13D"), relating to the common stock, par value
$.001 per share ("Common Shares"), of Denbury Resources Inc. (the "Issuer"). For
purposes of this Amendment No. 10 to the Schedule 13D and any subsequent
amendment (unless otherwise defined therein), the term "Reporting Persons" means
TPG, Parallel, TPG II, Parallel II, Investors II and Equity Partners II. Unless
otherwise indicated, all other defined terms used herein shall have the same
meanings ascribed to them in the Schedule 13D.
Item 4. Purpose of Transaction.
----------------------
Item 4 is hereby amended by inserting the following prior to the last
paragraph thereof:
On March 22, 2004, the Issuer and the Reporting Persons entered into an
underwriting agreement (the "March 2004 Underwriting Agreement") with Lehman
Brothers Inc., as underwriter (the "Underwriter"). Pursuant to the March 2004
Underwriting Agreement, and under a registration statement of the Issuer on Form
S-3 (File No. 333-107676) and amendments thereto filed with the Securities and
Exchange Commission, the Reporting Persons sold to the Underwriter an aggregate
of 9,274,314 Common Shares at a price of $15.02 per share. Under the terms of
the March 2004 Underwriting Agreement, the following numbers of Common Shares
were sold by each of the Reporting Persons:
o TPG: 2,696,861 Common Shares.
o Parallel: 268,762 Common Shares.
o TPG II: 5,375,140 Common Shares.
o Parallel II: 366,813 Common Shares.
o Investors II: 560,682 Common Shares.
o Equity Partners II: 6,056 Common Shares.
Item 5. Interest in Securities of the Issuer.
------------------------------------
Item 5 (a) is hereby amended and restated in its entirety to read as
follows:
(a) As of March 22, 2004, the aggregate number and percentage of Common
Shares (based on 54,460,365 shares outstanding) beneficially owned by each of
the Reporting Persons, Advisors, Advisors II, GenPar and GenPar II are 0.
Item 5(b) is hereby amended and restated in its entirety to read as
follows:
(b) As of March 22, 2004, the number of Common Shares as to which each
of the Reporting Persons, Advisors, Advisors II, GenPar and GenPar II has sole
or shared power to vote or direct the vote or sole or shared power to dispose or
direct the disposition is 0.
Item 5(c) is hereby amended by adding the following prior to the last
paragraph thereof:
As more fully set forth in Item 4 herein, on March 22, 2004 the
Reporting Persons sold an aggregate of 9,274,314 Common Shares at a price of
$15.02 per share. As a result of this transaction, the aggregate Common Share
ownership of the Reporting Persons is 0.0% of the outstanding Common Shares.
(e) The Reporting Persons ceased to be the beneficial owners of more
than five percent of the Common Shares on March 22, 2004.
Item 7. Material to Be Filed as Exhibits.
--------------------------------
Exhibit 10.12 Underwriting Agreement, dated as of March 22, 2004, among
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. and
Lehman Brothers Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to TPG
Partners, L.P. is true, complete and correct.
Dated: March 29, 2004
TPG PARTNERS, L.P.
By: TPG GenPar, L.P., General Partner
By: TPG Advisors, Inc.,
General Partner
By: -------------------------
Richard A. Ekleberry
Vice President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to TPG
Parallel I, L.P. is true, complete and correct.
Dated: March 29, 2004
TPG PARALLEL I, L.P.
By: TPG GenPar, L.P., General Partner
By: TPG Advisors, Inc.,
General Partner
By: -------------------------
Richard A. Ekleberry
Vice President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to TPG
Partners II, L.P. is true, complete and correct.
Dated: March 29, 2004
TPG PARTNERS II, L.P.
By: TPG GenPar II, L.P.,
General Partner
By: TPG Advisors II, Inc.,
General Partner
By: -------------------------
Richard A. Ekleberry
Vice President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to TPG
Parallel II, L.P. is true, complete and correct.
Dated: March 29, 2004
TPG PARALLEL II, L.P.
By: TPG GenPar II, L.P.,
General Partner
By: TPG Advisors II, Inc.,
General Partner
By: -------------------------
Richard A. Ekleberry
Vice President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to TPG
Investors II, L.P. is true, complete and correct.
Dated: March 29, 2004
TPG INVESTORS II, L.P.
By: TPG GenPar II, L.P.,
General Partner
By: TPG Advisors II, Inc.,
General Partner
By: -------------------------
Richard A. Ekleberry
Vice President
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement with respect to TPG
1999 Equity Partners II, L.P. is true, complete and correct.
Dated: March 29, 2004
TPG 199 EQUITY PARTNERS II, L.P.
By: TPG Advisors II, Inc.,
General Partner
By: -------------------------
Richard A. Ekleberry
Vice President
EXHIBIT INDEX
-------------
Page
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Exhibit 10.12 Underwriting Agreement, dated as of March 22, 2004, among
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. and
Lehman Brothers Inc.