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 (or Date of Earliest Event Reported): December 2, 1998
DENBURY RESOURCES INC.
(Exact name of Registrant as specified in its charter)
Canada 1-12935 75-2294373
(State of incorporation or (Commission File Number) (IRS Employer
organization) Identification No.)
17304 Preston Road
Suite 200
Dallas, Texas 77252
(Address of principal executive offices)
(972) 673-2000
(Registrant's telephone number)
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ITEM 5. Other Events.
On December 2, 1998, Denbury Resources Inc. (the "Company") announced that
it had reached an agreement in principle with its largest shareholder, the Texas
Pacific Group ("TPG") to issue to an affiliate of TPG $100 million of common
shares of the Company at $5.39 per share, subject to certain conditions,
including a fairness opinion and shareholder approval. A copy of the press
release announcing the transaction is attached hereto as Exhibit 99.1.
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SIGNATURE
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.
Dated: December 2, 1998
Denbury Resources, Inc.
By: /s/ Phil Rykhoek
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Name: Phil Rykhoek
Title:Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Exhibit Description
99.1 Press Release dated December 2, 1998
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DENBURY RESOURCES INC.
P R E S S R E L E A S E
Company to Sell $100 Million in Equity to Texas Pacific Group
Dallas, Texas
Calgary, Alberta NYSE / TSE symbol: DNR
December 2, 1998
Denbury Resources Inc. announced that it has reached an agreement in
principle with its largest shareholder, the Texas Pacific Group ("TPG"), to
issue $100 million of common shares at $5.39 per share to an affiliate of TPG.
The purchase price was negotiated between TPG and a committee of the Company's
independent directors and represents a 41% premium over the closing market price
of the Company's common shares as of December 1, 1998. The transaction is
subject to, among other things, (i) the receipt of a fairness opinion as to the
price at which the shares are to be sold, (ii) completion of a definitive
agreement between TPG and the Company, and (iii) shareholder, regulatory and
other customary approvals.
Currently, TPG holds 8.7 million common shares or approximately 32 percent
( 30% on a fully diluted basis) of the approximately 26.8 million outstanding
common shares. Subject to regulatory approval, the Company plans to issue 18.55
million additional shares in this transaction following approval of the sale by
shareholders at a meeting expected to be held in February or March of 1999.
Following this transaction, TPG will own approximately 60 percent ( 58% on a
fully diluted basis) of the outstanding common shares. At the meeting, it is
also anticipated that shareholders will be asked to approve a proposal to change
the legal domicile of the Company from Canada to the United States as a Delaware
corporation. Both matters will be covered by proxy soliciting materials which
must first be submitted to U.S. and Canadian regulatory authorities. TPG's
purchase will not be subject to the approval of the change of legal domicile.
TPG is currently represented by three designees on the Company's board of
directors, Messrs. Bonderman, Price and Stanton. The Company does not anticipate
any changes to the current board of directors, management or operations of the
Company as a result of this transaction.
The net proceeds of approximately $98.5 million (after deduction of
estimated costs of the transaction) will initially be used to reduce the
borrowings under the bank credit facility, the outstanding balance of which at
December 1, 1998 was $100 million, with an additional $30 million currently
available under the line. The Company plans to ultimately use the funds for oil
and gas property acquisitions.
Denbury is a Dallas based independent oil and gas company engaged in
acquisitions, development and exploration activities primarily in the states of
Louisiana and Mississippi.
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This press release, other than historical financial information, contains
forward looking statements that involve risks and uncertainties detailed in the
Company's SEC reports, including the reports on Form 10-Q. Actual results may
vary materially.
For further information contact:
Gareth Roberts, President and CEO, 972-673-2000
Phil Rykhoek, Chief Financial Officer, 972-673-2000
www.denbury.com
