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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.
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(Name of Issuer)
Common Shares
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(Title of Class of Securities)
24791620
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(CUSIP Number)
Richard A. Ekleberry, Esq.
Texas Pacific Group
201 Main Street, Suite 2420
Fort Worth, Texas 76102
(817) 871-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 1998
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(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
<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, 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
<PAGE>
SIGNATURE
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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
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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
<PAGE>
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
<PAGE>
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
