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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1998
REGISTRATION NO. 333-43207
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DENBURY RESOURCES INC.
DENBURY MANAGEMENT, INC.
(Exact name of Registrants as specified in its charter)
CANADA NOT APPLICABLE
TEXAS 1311 75-2294373
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification no.)
PHIL RYKHOEK, C.F.O.
DENBURY RESOURCES INC.
17304 PRESTON ROAD, SUITE 200 17304 PRESTON ROAD, SUITE 200
DALLAS, TEXAS 75252 DALLAS, TEXAS 75252
(972) 713-3000 (972) 713-3000; FACSIMILE: (972) 713-3051
(Address and telephone number of Registrants' (Name, address and telephone
principal executive offices) number of Agent for Service)
Copies to:
DONALD W. BRODSKY STEPHEN L. BURNS
JENKENS & GILCHRIST, CRAVATH, SWAINE & MOORE
A PROFESSIONAL CORPORATION WORLDWIDE PLAZA
1100 LOUISIANA, SUITE 1800 825 EIGHTH AVENUE
HOUSTON, TX 77002 NEW YORK, NY 10019
(713) 951-3300; FACSIMILE: (713) 951-3314 (212) 474-1000; FACSIMILE: (212) 474-3700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 other than securities offered only in connection with dividend or
reinvestment plans, check the following box: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement of the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED TO BE REGISTERED PRICE PER SECURITY OFFERING PRICE(A) REGISTRATION FEE
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Common Shares........................... 5,565,140(b) $17.969(c) $100,000,000 $29,500
% Senior Subordinated Notes Due
2008.................................. $125,000,000 100% $125,000,000 $36,875
Guarantee(d)............................ (e) (e) (e) (d)(e)
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Total......................... -- -- $225,000,000 $66,375(f)
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(a) Estimated solely for purposes of calculating the registration fee.
(b) Includes an aggregate of 725,888 Common Shares subject to an Underwriters'
over-allotment option, and Common Shares to be sold directly by Denbury
Resources Inc. to its majority shareholder.
(c) Calculated by averaging the high ($18.0625) and low ($17.875) price of the
Common Shares of Denbury Resources Inc. on December 23, 1997 on the New York
Stock Exchange pursuant to Rule 457(c) under the Securities Act of 1933, as
amended.
(d) The Guarantee of the Senior Subordinated Notes by Denbury Resources Inc. is
also being registered hereby. Pursuant to Rule 457(n) under the Securities
Act of 1933, as amended, no registration fee is required with respect to the
Guarantee.
(e) No separate consideration will be received for the Guarantee from the
purchasers of the Notes.
(f) The Registrants have previously paid a filing fee of $59,000.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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1(a) -- Form of Underwriting Agreement relating to Equity
Offering.
1(b) -- Form of Underwriting Agreement relating to Debt Offering.
3(a)* -- Articles of Continuance of Denbury Resources Inc., as
amended (incorporated by reference as Exhibits 3(a),
3(b), 3(c), 3(d) of DRI's Registration Statement on Form
F-1 dated August 25, 1995, Exhibit 4(e) of DRI's
Registration Statement on Form S-8 dated February 2, 1996
and Exhibit 3(a) of the Pre-effective Amendment No. 2 of
DRI's Registration Statement on Form S-1 dated October
22, 1996).
3(b)* -- General By-Law No. 1: A By-Law Relating Generally to the
Conduct of the Affairs of Denbury Resources Inc., as
amended (incorporated by reference as Exhibit 3(e) of
DRI's Registration Statement on Form F-1 dated August 25,
1995, Exhibit 4(d) of the Registrant's Registration
Statement on Form S-8 dated February 2, 1996.
3(c) -- Restated Articles of Incorporation of Denbury Management,
Inc.
3(d) -- Bylaws of Denbury Management, Inc.
4(a)* -- See Exhibits 3(a), 3(b), 3(c) and 3(d) for provisions of
the Articles of Continuance and General By-Law No. 1 of
DRI defining the rights of the holders of Common Shares.
4(b) -- Indenture dated as of , 1998, between DMI and
Chase Bank of Texas, National Association, as trustee.
5(a) -- Opinion of Burnet, Duckworth & Palmer.
5(b) -- Opinion of Jenkens & Gilchrist, a Professional
Corporation.
10(a)* -- Form of First Restated Credit Agreement, by and among
DMI, as borrower, DRI as guarantor, NationsBank of Texas,
N.A., as administrative agent, Nationsbanc Montgomery
Securities LLC, as syndication agent and arranger and the
financial institutions listed on Schedule I thereto, as
banks, to be executed on December 29, 1997.
10(b) -- First Amendment to First Restated Credit Agreement, by
and among DMI, as borrower, DRI, as guarantor,
NationsBank of Texas, N.A., as administrative agent, and
NationsBank of Texas, N.A., as bank, entered into as of
January 27, 1998.
12* -- Statement of Ratio of Earnings to Fixed Charges.
23(a)* -- Consent of Deloitte & Touche.
23(b)* -- Consent of Price Waterhouse LLP.
23(c)* -- Consent of Netherland, Sewell and Associates.
23(d) -- Consent of Burnet, Duckworth & Palmer (contained in its
opinion filed as Exhibit 5(a).
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EXHIBIT NO. DESCRIPTION OF EXHIBIT
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23(e) -- Consent of Jenkens & Gilchrist, a Professional
Corporation (contained in its opinion filed as Exhibit
5(b)).
24(a)* -- Power of Attorney (contained on the signature page of
this Registration Statement).
25.1* -- Statement of Eligibility on Form T-1 of Chase Bank of
Texas, National Association, as Trustee.
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* Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrants certified that they have reasonable grounds to believe that they
meet all of the requirements for filing on Form S-3 and have duly caused this
Registration Statement No. 333-43207 to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on February 19, 1998.
DENBURY RESOURCES INC.
By: /s/ PHIL RYKHOEK
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Phil Rykhoek
Chief Financial Officer
DENBURY MANAGEMENT, INC.
By: /s/ PHIL RYKHOEK
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Phil Rykhoek
Chief Financial Officer
Each person whose signature appears below as a signatory to this
Registration Statement constitutes and appoints Gareth Roberts and Phil Rykhoek,
or either one of them, his true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated, in multiple counterparts with the effect
of one original.
SIGNATURES TITLE DATE
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GARETH ROBERTS * President, Chief Executive February 19, 1998
- ----------------------------------------------------- Officer and Director of
Gareth Roberts DRI (Principal Executive
Officer)
/s/ PHIL RYKHOEK Chief Financial Officer, February 19, 1998
- ----------------------------------------------------- Secretary and
Phil Rykhoek Authorized Representative
of DRI (Principal
Financial Officer)
BOBBY J. BISHOP * Controller and Chief February 19, 1998
- ----------------------------------------------------- Accounting Officer of DRI
Bobby J. Bishop (Principal Accounting
Officer)
RONALD G. GREENE * Chairman of the Board and February 19, 1998
- ----------------------------------------------------- Director of DRI
Ronald G. Greene
WIELAND WETTSTEIN * Director of DRI February 19, 1998
- -----------------------------------------------------
Wieland Wettstein
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SIGNATURES TITLE DATE
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WILMOT MATTHEWS * Director of DRI February 19, 1998
- -----------------------------------------------------
Wilmot Matthews
GARETH ROBERTS * President, Chief Executive February 19, 1998
- ----------------------------------------------------- Officer and Director of
Gareth Roberts DMI (Principal Executive
Officer)
/s/ PHIL RYKHOEK Chief Financial Officer and February 19, 1998
- ----------------------------------------------------- Secretary and
Phil Rykhoek Director of DMI
(Principal Financial
Officer)
BOBBY J. BISHOP * Controller and Chief February 19, 1998
- ----------------------------------------------------- Accounting Officer of DMI
Bobby J. Bishop (Principal Accounting
Officer)
MATTHEW DESO * Vice President, Exploration February 19, 1998
- ----------------------------------------------------- and Director of DMI
Matthew Deso
MARK WORTHEY * Vice President, Operations February 19, 1998
- ----------------------------------------------------- and Director of DMI
Mark Worthey
By: /s/ PHIL RYKHOEK
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Phil Rykhoek
Attorney-in-Fact pursuant to power
of attorney contained in original
filing of the Registration Statement.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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1(a) -- Form of Underwriting Agreement relating to Equity
Offering.
1(b) -- Form of Underwriting Agreement relating to Debt Offering.
3(a)* -- Articles of Continuance of Denbury Resources Inc., as
amended (incorporated by reference as Exhibits 3(a),
3(b), 3(c), 3(d) of DRI's Registration Statement on Form
F-1 dated August 25, 1995, Exhibit 4(e) of DRI's
Registration Statement on Form S-8 dated February 2, 1996
and Exhibit 3(a) of the Pre-effective Amendment No. 2 of
DRI's Registration Statement on Form S-1 dated October
22, 1996).
3(b)* -- General By-Law No. 1: A By-Law Relating Generally to the
Conduct of the Affairs of Denbury Resources Inc., as
amended (incorporated by reference as Exhibit 3(e) of
DRI's Registration Statement on Form F-1 dated August 25,
1995, Exhibit 4(d) of the Registrant's Registration
Statement on Form S-8 dated February 2, 1996.
3(c) -- Restated Articles of Incorporation of Denbury Management,
Inc.
3(d) -- Bylaws of Denbury Management, Inc.
4(a)* -- See Exhibits 3(a), 3(b), 3(c) and 3(d) for provisions of
the Articles of Continuance and General By-Law No. 1 of
DRI defining the rights of the holders of Common Shares.
4(b) -- Indenture dated as of , 1998, between DMI and
Chase Bank of Texas, National Association, as trustee.
5(a) -- Opinion of Burnet, Duckworth & Palmer.
5(b) -- Opinion of Jenkens & Gilchrist, a Professional
Corporation.
10(a)* -- Form of First Restated Credit Agreement, by and among
DMI, as borrower, DRI as guarantor, NationsBank of Texas,
N.A., as administrative agent, Nationsbanc Montgomery
Securities LLC, as syndication agent and arranger and the
financial institutions listed on Schedule I thereto, as
banks, to be executed on December 29, 1997.
10(b) -- First Amendment to First Restated Credit Agreement, by
and among DMI, as borrower, DRI, as guarantor,
NationsBank of Texas, N.A., as administrative agent, and
NationsBank of Texas, N.A., as bank, entered into as of
January 27, 1998.
12* -- Statement of Ratio of Earnings to Fixed Charges.
23(a)* -- Consent of Deloitte & Touche.
23(b)* -- Consent of Price Waterhouse LLP.
23(c)* -- Consent of Netherland, Sewell and Associates.
23(d) -- Consent of Burnet, Duckworth & Palmer (contained in its
opinion filed as Exhibit 5(a).
23(e) -- Consent of Jenkens & Gilchrist, a Professional
Corporation (contained in its opinion filed as Exhibit
5(b)).
24(a)* -- Power of Attorney (contained on the signature page of
this Registration Statement).
25.1* -- Statement of Eligibility on Form T-1 of Chase Bank of
Texas, National Association, as Trustee.
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* Previously filed.