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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. 9)*
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)
December 18, 2003
--------------------------------------------------------------------------------
(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
2,696,861
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING - 0 -
PERSON
WITH 9 SOLE DISPOSITIVE POWER
2,696,861
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,696,861
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
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
268,762
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING - 0 -
PERSON
WITH 9 SOLE DISPOSITIVE POWER
268,762
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
268,762
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5%
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
5,375,140
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING - 0 -
PERSON
WITH 9 SOLE DISPOSITIVE POWER
5,375,140
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,375,140
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
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
366,813
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING - 0 -
PERSON
WITH 9 SOLE DISPOSITIVE POWER
366,813
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,813
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
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
560,682
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING - 0 -
PERSON
WITH 9 SOLE DISPOSITIVE POWER
560,682
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
560,682
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |X|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
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
6,056
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING - 0 -
PERSON
WITH 9 SOLE DISPOSITIVE POWER
6,056
10 SHARED DISPOSITIVE POWER
- 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,056
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. 9 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 December 18, 2003, the Issuer and the Reporting Persons entered
into an underwriting agreement (the "December 2003 Underwriting Agreement") with
CIBC World Markets Corp., as underwriter (the "Underwriter"). Pursuant to the
December 2003 Underwriting Agreement, and under a registration statement of the
Issuer on Form S-3 (File No. 333-107676) and amendment thereto filed with the
Securities and Exchange Commission, the Reporting Persons sold to the
Underwriter an aggregate of 8,000,000 Common Shares at a price of $13.25 per
share. Under the terms of the December 2003 Underwriting Agreement, the
following numbers of Common Shares were sold by each of the Reporting Persons:
o TPG: 2,326,306 Common Shares.
o Parallel: 231,834 Common Shares.
o TPG II: 4,636,581 Common Shares.
o Parallel II: 316,412 Common Shares.
o Investors II: 483,643 Common Shares.
o Equity Partners II: 5,224 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) Advisors
Because of its position as the sole general partner of GenPar, and
because of the position of GenPar as the sole general partner of each of TPG and
Parallel, the aggregate number of Common Shares that Advisors may be deemed to
own beneficially, pursuant to Rule 13d-3 of the Act, is 2,965,623, which
constitutes approximately 5.5% of the 53,539,329 Common Shares outstanding.
Advisors II
Because of its position as the sole general partner of each of Equity
Partners II and GenPar II, and because of the position of GenPar II as the sole
general partner of each of TPG II, Parallel II and Investors II, the aggregate
number of Common Shares that Advisors II may be deemed to own beneficially,
pursuant to Rule 13d-3 of the Act, is 6,308,691, which constitutes approximately
11.8% of the 53,539,329 Common Shares outstanding.
GenPar
Because of its position as the sole general partner of each of TPG and
Parallel, the aggregate number of Common Shares that GenPar may be deemed to own
beneficially, pursuant to Rule 13d-3 of the Act, is 2,965,623, which constitutes
approximately 5.5% of the 53,539,329 Common Shares outstanding.
GenPar II
Because of its position as the sole general partner of each of TPG II,
Parallel II and Investors II, the aggregate number of Common Shares that GenPar
II may be deemed to own beneficially, pursuant to Rule 13d-3 of the Act, is
6,302,635, which constitutes approximately 11.8% of the 53,539,329 Common Shares
outstanding.
TPG
The aggregate number of Common Shares that TPG owns beneficially,
pursuant to Rule 13d-3 of the Act, is 2,696,861, which constitutes approximately
5.0% of the 53,539,329 Common Shares outstanding.
Parallel
The aggregate number of Common Shares that Parallel owns beneficially,
pursuant to Rule 13d-3 of the Act, is 268,762, which constitutes approximately
0.5% of the 53,539,329 Common Shares outstanding.
TPG II
The aggregate number of Common Shares that TPG II owns beneficially,
pursuant to Rule 13d-3 of the Act, is 5,375,140, which constitutes approximately
10.0% of the 53,539,329 Common Shares outstanding.
Parallel II
The aggregate number of Common Shares that Parallel II owns
beneficially, pursuant to Rule 13d-3 of the Act, is 366,813, which constitutes
approximately 0.7% of the 53,539,329 Common Shares outstanding.
Investors II
The aggregate number of Common Shares that Investors II owns
beneficially, pursuant to Rule 13d-3 of the Act, is 560,682, which constitutes
approximately 1.0% of the 53,539,329 Common Shares outstanding.
Equity Partners II
The aggregate number of Common Shares that Equity Partners II owns
beneficially, pursuant to Rule 13d-3 of the Act, is 6,056, which constitutes
approximately 0.0% of the 53,539,329 Common Shares outstanding.
David Bonderman, James G. Coulter and William S. Price, III (the
"Shareholders") are officers, directors and shareholders of Advisors and
Advisors II, and therefore may be deemed to beneficially own the Common Shares
owned by TPG, Parallel, TPG II, Parallel II, Investors II and Equity Partners
II. Each of the Shareholders hereby disclaims beneficial ownership of the Common
Shares owned by TPG, Parallel, TPG II, Parallel II, Investors II and Equity
Partners II.
Item 5(b) is hereby amended and restated in its entirety to read as
follows:
(b) Advisors
In its position as the sole general partner of GenPar, Advisors has
the sole power to vote or direct the vote and to dispose or direct the
disposition of 2,965,623 Common Shares.
Advisors II
In its position as the sole general partner of each of Equity Partners
II and GenPar II, Advisors II has the sole power to vote or direct the vote and
to dispose or direct the disposition of 6,308,691 Common Shares.
GenPar
In its position as the sole general partner of each of TPG and
Parallel, GenPar has the sole power to vote or direct the vote and to dispose or
direct the disposition of 2,965,623 Common Shares.
GenPar II
In its position as the sole general partner of each of TPG II,
Parallel II and Investors II, GenPar II has the sole power to vote or direct the
vote and to dispose or direct the disposition of 6,302,635 Common Shares.
TPG
Acting through its sole general partner, GenPar, acting through its
sole general partner, Advisors, TPG has the sole power to vote or direct the
vote and to dispose or direct the disposition of 2,696,861 Common Shares.
Parallel
Acting through its sole general partner, GenPar, acting through its
sole general partner, Advisors, Parallel has the sole power to vote or direct
the vote and to dispose or direct the disposition of 268,762 Common Shares.
TPG II
Acting through its sole general partner, GenPar II, acting through its
sole general partner, Advisors II, TPG II has the sole power to vote or direct
the vote and to dispose or direct the disposition of 5,375,140 Common Shares.
Parallel II
Acting through its sole general partner, GenPar II, acting through its
sole general partner, Advisors II, Parallel II has the sole power to vote or
direct the vote and to dispose or direct the disposition of 366,813 Common
Shares.
Investors II
Acting through its sole general partner, GenPar II, acting through its
sole general partner, Advisors II, Investors II has the sole power to vote or
direct the vote and to dispose or direct the disposition of 560,682 Common
Shares.
Equity Partners II
Acting through its sole general partner, Advisors II, Equity Partners
II has the sole power to vote or direct the vote and to dispose or direct the
disposition of 6,056 Common Shares.
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 December 18, 2003 the
Reporting Persons sold an aggregate of 8,000,000 Common Shares at a price of
$13.25 per share. As a result of this transaction, the aggregate Common Share
ownership of the Reporting Persons is approximately 17.3% of the outstanding
Common Shares.
Item 7. Material to Be Filed as Exhibits.
Exhibit 10.11 Underwriting Agreement, dated as of December 18, 2003, 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 CIBC
World Markets Corp.
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: December 19, 2003
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: December 19, 2003
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: December 19, 2003
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: December 19, 2003
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: December 19, 2003
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: December 19, 2003
TPG 199 EQUITY PARTNERS II, L.P.
By: TPG Advisors II, Inc.,
General Partner
By: -------------------------
Richard A. Ekleberry
Vice President
EXHIBIT INDEX
Page
Exhibit 10.11 Underwriting Agreement, dated as of December 18,
2003, 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 CIBC World Markets
Corp.