SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 17, 1998
DENBURY RESOURCES INC.
(Exact name of Registrant as specified in its charter)
Canada 1-12935 Not Applicable
(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 1. CHANGES IN CONTROL OF REGISTRANT.
On December 16, 1998, Denbury Resources Inc. (the "Company"), and TPG
Partners II, L.P. (the "Purchaser"), entered into a Stock Purchase Agreement
(the "Agreement") pursuant to which the Purchaser agreed to purchase from the
Company 18,552,876 of the Company's common shares, no par value, (the "Common
Shares"), for $100 million. The Purchaser is an affiliate of the Texas Pacific
Group ("TPG"), a 32% shareholder of the Company. Among other things, closing of
the transaction is conditioned upon shareholder, regulatory and other customary
approvals and a mutually acceptable amendment of the Company's bank credit
facility. As part of this agreement, the Company will extend registration rights
to apply to the Common Shares to be acquired in this transaction. This
registration rights agreement will also extend and modify the registration
rights of the Common Shares previously owned by TPG.
This transaction will increase TPG's ownership from approximately 32% to
60% of the Company. TPG is currently represented by three designees on the
Company's board of directors, Messrs. Bonderman, Price and Stanton. The Company
does not anticipate that this transaction will result in any changes to the
current board of directors, management or operations of the Company.
The foregoing discussion is qualified in its entirety by reference to the
agreement, copies of which are attached hereto as Exhibit 99.1 and are
incorporated herein by reference.
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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 17, 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 Stock Purchase Agreement dated December 16, 1998 between Denbury
Resources Inc. and TPG Partners II, L.P.
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