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.
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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
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(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.<PAGE>
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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
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(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.<PAGE>
<PAGE>
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).<PAGE>
<PAGE>
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
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.
<PAGE>
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
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.
<PAGE>
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
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.
<PAGE>
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: ___________________________
<PAGE>
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: _______________________________
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
