SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
DENBURY RESOURCES INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
247916 20 8
(CUSIP NUMBER)
D. MARTIN PHILLIPS
ENCAP INVESTMENTS L.L.C.
1100 LOUISIANA, SUITE 3150
HOUSTON, TEXAS 77002
(713) 659-6100
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
MAY 30, 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 204.13d-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 the 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).
CUSIP NO. 247916 20 8 SCHEDULE 13D/A
(1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
ENCAP INVESTMENTS L.L.C.
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO (SEE ITEM 3)
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization EnCap Investments L.L.C. is a limited liability
company organized under the laws of the State of
Delaware
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 2,121,766 (1)
Owned by
Each (9) Sole Dispositive Power 0
Reporting
Person With (10) Shared Dispositive Power 2,121,766 (1)
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,121,766 (2)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11) 3.9%(3)
(14) Type of Reporting Person (See Instructions) OO
----------
(1) EnCap Investments L.L.C. may be deemed to have voting and
dispositive power with respect to the shares of Common Stock owned by EnCap III,
EnCap III-B, and BOCP (as defined herein). See Items 2, 5 and 6.
(2) EnCap Investments L.L.C. disclaims beneficial ownership of the
shares owned by EnCap III, EnCap III-B, and BOCP (as defined herein).
(3) Based on 53,754,702 shares issued and outstanding as of April 30,
2003, as disclosed in the Issuer's Quarterly Report on Form 10-K filed May 14,
2003.
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ITEM 1. SECURITY AND ISSUER.
No modification.
ITEM 2. IDENTITY AND BACKGROUND.
No modification.
Items 2(d) - (f) are amended in their entirety as follows:
(d) - (f)
See Schedule I
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
No modification.
ITEM 4. PURPOSE OF TRANSACTION.
The following is added to Item 4:
(a) On May 30, 2003, each of EnCap III, EnCap III-B, and BOCP transmitted
for filing with the Securities and Exchange Commission a Form 144, Notice of
Proposed Sale, in accordance with Rule 144(h), reporting their intention to sell
up to 614,147 shares, 464,480 shares, and 150,273 shares of Common Stock,
respectively, in open market transactions over the subsequent three-month
period. On May 30, 2003, EnCap III sold 614,147 shares of the Common Stock,
EnCap III-B sold 464,480 shares of Common Stock, and BOCP sold 150,273 shares of
Common Stock, pursuant to Rule 144 under the Securities Act of 1933, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety as follows:
(a) EnCap Investments. EnCap Investments, as the sole general partner of
EnCap III, may be deemed the beneficial owner of 1,060,360 shares of Common
Stock held by EnCap III. EnCap Investments, as the sole general partner of EnCap
III-B, may be deemed the beneficial owner of 801,951 shares of Common Stock held
by EnCap III-B. EnCap Investments, as an investment advisor to BOCP, may be
deemed the beneficial owner of 259,455 shares of Common Stock held by BOCP.
EnCap Investments may therefore be deemed the beneficial owner of an aggregate
of 2,121,766 shares of Common Stock held by EnCap III, EnCap III-B and BOCP.
Based on the 53,754,702 shares of Common Stock outstanding as of April 30, 2003,
EnCap Investments may be deemed the beneficial owner of approximately 3.9% of
the outstanding shares of Common Stock.
El Paso Merchant Energy and El Paso Corporation. Each of El Paso
Merchant Energy and El Paso Corporation may be deemed to be the beneficial owner
of the shares of Common Stock owned or deemed owned by EnCap Investments (by
virtue of being controlling persons of EnCap Investments). El Paso Merchant
Energy and El Paso Corporation disclaim beneficial ownership of the shares of
Common Stock owned or deemed owned by EnCap Investments.
Executive Officers and Directors. Except as otherwise described
herein, and to the knowledge of the reporting person, no person listed in
Schedule I is the beneficial owner of any shares of Common Stock.
(b) EnCap Investments. As the general partner of EnCap III, EnCap
Investments shares the power to vote
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or direct the vote and to dispose or direct the disposition of 1,060,360 shares
of Common Stock held by EnCap III. As the general partner of EnCap III-B, EnCap
Investments shares the power to vote or direct the vote and to dispose or direct
the disposition of 801,951 shares of Common Stock held by EnCap III-B. By virtue
of a Management Agreement (as defined in Item 6), EnCap Investments shares the
power to vote or direct the vote or dispose or direct the disposition of 259,455
shares of Common Stock held by BOCP.
El Paso Merchant Energy and El Paso Corporation. Each of El Paso
Merchant Energy and El Paso Corporation may be deemed to be the beneficial owner
of the shares of Common Stock owned or deemed owned by EnCap Investments (by
virtue of being controlling persons of EnCap Investments). El Paso Merchant
Energy and El Paso Corporation disclaim beneficial ownership of the shares of
Common Stock owned or deemed owned by EnCap Investments.
Executive Officers and Directors. Except as otherwise described
herein, and to the knowledge of the reporting person, no person listed in
Schedule I has the power to vote or direct the vote, or dispose or direct the
disposition of, any shares of Common Stock.
(c) Except as otherwise described herein or in any Exhibit filed herewith,
and to the knowledge of the reporting person, none of the persons named in
response to Paragraph (a) above has affected any transaction in the Common Stock
during the past sixty (60) days.
(d) Except as otherwise described herein, and to the knowledge of the
reporting person, no person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from sale of, the Common Stock deemed
to be beneficially owned by them.
(e) EnCap Investments ceased to be the beneficial owner of more than five
percent (5%) of the Common Stock on May 30, 2003, as a result of the
transactions reported hereon.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER.
No modification.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No modification.
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SIGNATURES
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.
Date: June 6, 2003 ENCAP INVESTMENTS L.L.C.
By: /s/ D. Martin Phillips
---------------------------------
D. Martin Phillips,
Managing Director
SCHEDULE I
DIRECTORS, MANAGERS, EXECUTIVE OFFICERS,
OR CONTROLLING PERSONS
The name, business address, present principal occupation or employment and the
name, principal business address of any corporation or other organization in
which such employment is conducted, of each of (i) the managing directors of
EnCap Investments, (ii) the directors and executive officers of El Paso Merchant
Energy, and (iii) the directors and executive officers of El Paso Corporation
are set forth below:
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
-------------------------- ------------ -------------------- -----------------------------
(i) EnCap Investments
L.L.C.
David B. Miller Managing Managing Director of EnCap Investments L.L.C.
3811 Turtle Creek Blvd. Director of EnCap Investments 3811 Turtle Creek Blvd.
Dallas, Texas 75219 EnCap Dallas, Texas 75219
Investments
D. Martin Phillips Managing Managing Director of EnCap Investments L.L.C.
1100 Louisiana, Suite 3150 Director of EnCap Investments 1100 Louisiana, Suite 3150
Houston, Texas 77002 EnCap Houston, Texas 77002
Investments
Robert L. Zorich Managing Managing Director of EnCap Investments L.L.C.
1100 Louisiana, Suite 3150 Director of EnCap Investments 1100 Louisiana, Suite 3150
Houston, Texas 77002 EnCap Houston, Texas 77002
Investments
Gary R. Petersen Managing Managing Director of EnCap Investments L.L.C.
1100 Louisiana, Suite 3150 Director of EnCap Investments 1100 Louisiana, Suite 3150
Houston, Texas 77002 EnCap Houston, Texas 77002
Investments
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
-------------------------- ------------- -------------------- -----------------------------
(ii) El Paso Merchant
Energy North America
Company
Robert W. Baker President and President, El Paso El Paso Merchant Energy
1001 Louisiana Street Director Merchant Energy North America Company
Houston, Texas 77002 1001 Louisiana Street
Houston, Texas 77002
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Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
-------------------------- ------------------ ------------------------ -----------------------------
Faye L. Stallings Senior Vice Senior Vice President, El Paso Merchant Energy
1001 Louisiana Street President, Chief Chief Financial Officer, North America Company
Houston, Texas 77002 Financial Officer, and Treasurer El Paso 1001 Louisiana Street
Treasurer, Merchant Energy Houston, Texas 77002
Controller and
Director
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
-------------------------- ------------------- ------------------------- -----------------------------
(iii) El Paso Corporation
Ronald L. Kuehn, Jr. Chairman of the Director, Chairman of El Paso Corporation
1001 Louisiana Street Board, the Board, 1001 Louisiana Street
Houston, Texas 77002 Chief Executive and Chief Executive Houston, Texas 77002
Officer, and Officer of El Paso
Director Corporation
Robert W. Baker Executive Vice Executive Vice President El Paso Corporation
1001 Louisiana Street President of El Paso Corporation 1001 Louisiana Street
Houston, Texas 77002 Houston, Texas 77002
D. Dwight Scott Executive Vice Executive Vice President El Paso Corporation
1001 Louisiana Street President and and Chief Financial 1001 Louisiana Street
Houston, Texas 77002 Chief Financial Officer of El Paso Houston, Texas 77002
Officer Corporation
David E. Zerhusen Senior Vice Executive Vice President El Paso Corporation
1001 Louisiana Street President and of El Paso Corporation 1001 Louisiana Street
Houston, Texas 77002 Deputy General Houston, Texas 77002
Counsel
John W. Somerhalder II President, Pipeline President, Pipeline Group El Paso Corporation
1001 Louisiana Street Group, and of 1001 Louisiana Street
Houston, Texas 77002 Executive Vice El Paso Corporation Houston, Texas 77002
President
Peggy A. Heeg Executive Vice Executive Vice President El Paso Corporation
1001 Louisiana Street President and and General Counsel of 1001 Louisiana Street
Houston, Texas 77002 General Counsel El Paso Corporation Houston, Texas 77002
Jeffrey I. Beason Senior Vice Senior Vice President and El Paso Corporation
1001 Louisiana Street President and Controller of El Paso 1001 Louisiana Street
Houston, Texas 77002 Controller Corporation Houston, Texas 77002
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Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
-------------------------- ------------------- ------------------------- -----------------------------
Byron Allumbaugh Director Retired Chairman 33 Ridgeline Drive
33 Ridgeline Drive Ralphs Grocery Company Newport Beach, CA 92660
Newport Beach, CA 92660
John M. Bissell Director Chairman of the Board of Bissell Inc.
2345 Walker Ave. N.W. Bissell Inc. 2345 Walker Avenue, N.W.
Grand Rapids, MI 49501 Grand Rapids, MI 49501
Juan Carlos Braniff Director Vice Chairman Universidad 1200
Grupo Financiero Bancomer Grupo Financiero Col. XOCO
Universidad 1200 Bancomer Mexico, D.F.C.P. 03399
Col. XOCO
Mexico, D.F.C.P. 03339
James F. Gibbons Director Professor at Stanford Stanford University
Stanford University University Paul G. Allen Center
Paul G. Allen Center for School of Engineering for Integrated Systems
Integrated Systems Room 201 ( Mail Stop 4075)
Room 201 (M.S. 4075) Stanford, CA 94305
Stanford, California 94305
Robert W. Goldman Director Business Consultant 13 Dupont Circle
13 Dupont Circle Sugar Land, Texas 77479
Sugar Land, Texas 77479
Anthony W. Hall, Jr. Director City Attorney City of Houston
City of Houston City of Houston, Texas 900 Bagby, 4th Floor
900 Bagby, 4th Floor Houston, Texas 77002
Houston, Texas 77002
William A. Wise Director Retired El Paso Corporation
2121 Kirby, Mailbox 50 1001 Louisiana Street
Houston, Texas 77019 Houston, Texas 77002
J. Carleton MacNeil Jr. Director Securities Consultant 3421 Spanish Trail
3421 Spanish Trail Apt. 227D
Apt. 227D Delray, Florida 33483
Delray, Florida 33483
Thomas R. McDade Director Senior Partner, McDade, McDade, Fogler, Maines,
McDade, Fogler, Maines, Fogler, L.L.P.
L.L.P. Maines, L.L.P. Two Houston Center
Two Houston Center 909 Fannin, Suite 1200
909 Fannin, Suite 1200 Houston, Texas 77010
Houston, Texas 77010
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Name, Principal Business
Name, Principal Business
Address of Organization in
Name and Capacity in Principal which Principal Occupation is
Business Address Which Serves Occupation Conducted
-------------------------- ------------------- ------------------------- -------------------------------
Malcolm Wallop Director Frontiers of Freedom Frontiers of Freedom Foundation
Frontiers of Freedom Foundation 12011 Lee Jackson Memorial
Foundation Hwy.
12011 Lee Jackson Fairfax, VA 22033
Memorial Hwy.
Fairfax, Virginia 22033
Joe B. Wyatt Director Chancellor Emeritus Vanderbilt University
2525 West End Ave., Vanderbilt University 2525 West End Ave.,
Suite 1410 Suite 1410
Nashville, Tennessee 37203 Nashville, TN 37203
John Whitmire Director Chairman of the Board, Consol Energy, Inc.
10101 Southwest Freeway Consol Energy, Inc. 10101 Southwest Freeway, #380
#380 Houston, TX 77074
Houston, Texas 77074
J. Michael Talbert Director Chairman of the Board, Transocean, Inc.
Transocean, Inc. Transocean, Inc. 4 Greenway Plaza
4 Greenway Plaza Houston, TX 77046
Houston, Texas 77046
James L. Dunlap Director Business Consultant 1659 North Boulevard
1659 North Boulevard Houston, TX 77006
Houston, Texas 77006
(d) Neither EnCap Investments, El Paso Corporation, El Paso Merchant Energy, nor
any of the individuals identified in this Schedule I has, to the knowledge of
the reporting persons, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither EnCap Investments, El Paso Corporation, El Paso Merchant Energy, nor
any of the individuals identified in this Schedule I has, to the knowledge of
the reporting persons, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and a
result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
(f) To the knowledge of the reporting persons, each of the individuals
identified in this Schedule I is a citizen of the United States of America, with
the exception of Juan Carlos Braniff, who is a citizen of Mexico.
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