SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
February 26, 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 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 8,721,438 shares, which
constitutes approximately 33.7% of the total number of shares outstanding.
All ownership percentages set forth herein asume that there are 25,885,783
shares outstanding. <PAGE>
<PAGE>
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: 7,931,048
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 7,931,048
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
7,931,048
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 30.6%
14. Type of Reporting Person: PN
<PAGE>
<PAGE>
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: 790,390
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 790,390
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
790,390
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 3.1%
14. Type of Reporting Person: PN
<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, as amended by Amendment No. 1 dated October 30, 1996, as
amended by Amendment No. 2 dated January 23, 1998 (the "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.
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 $53,978,368.69
Parallel Contributions of Partners $ 5,381,637.31
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 7,931,048, which constitutes
approximately 30.6% of the 25,885,783 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 790,390, which
constitutes approximately 3.1% of the 25,885,783 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
7,931,048 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
790,390 Common Shares.
(c) On February 26, 1998, TPG and Parallel purchased 284,998 and
28,402 shares of the Stock, respectively, pursuant to the Stock Purchase
Agreement at a price of $15.96 per share.
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 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).(previously filed)
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.(previously filed)
Exhibit 4.5 -- Amendment to Registration Rights Agreement by and
among Denbury Resources Inc., TPG Partners, L.P. and TPG Parallel I, L.P.
dated January 20, 1998. (previously filed)
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.(previously filed)
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.(previously filed)
Exhibit 10.5 -- Stock Purchase Agreement by and among TPG Partners,
L.P. and Denbury Resources, Inc., dated January 20, 1998. (previously filed)
Exhibit 10.6 -- Agreement in respect of the Warrants by and among
Denbury Resources Inc., TPG Partners, L.P., and TPG Parallel I, L.P. dated
January 20, 1998. (previously filed)
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: February 26, 1998
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
<PAGE>
<PAGE>
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
