-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LKz9LXInaoDU7EH4V1AYCSCB5D6oBoO+0jh8wAS3gKIwoiXUarP4G8p5vPECXErO djxUqp5hGWzIy4T/KhFIDA== 0000899078-03-000689.txt : 20031230 0000899078-03-000689.hdr.sgml : 20031230 20031229185634 ACCESSION NUMBER: 0000899078-03-000689 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20031230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DENBURY RESOURCES INC CENTRAL INDEX KEY: 0000945764 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752815171 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-107676 FILM NUMBER: 031076409 BUSINESS ADDRESS: STREET 1: 5100 TENNYSON PARKWAY STREET 2: SUITE 3000 CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 9726732000 MAIL ADDRESS: STREET 1: 5100 TENNYSON PARKWAY STREET 2: SUITE 3000 CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: NEWSCOPE RESOURCES LTD DATE OF NAME CHANGE: 19950627 POS AM 1 denburys3amend107676.txt POST EFFECTIVE AMENDMENT NO. 2 - 333-107676 As filed with the Securities and Exchange Commission on December 29, 2003 Registration Statement No. 333-107676 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DENBURY RESOURCES INC. (Exact name of Registrant) Delaware 1311 20-0467835 (State of incorporation) (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identification No.) Phil Rykhoek, Senior Vice President and Chief Financial Officer Denbury Resources Inc. 5100 Tennyson Pkwy., Ste. 3000 Plano, Texas 75024 (972) 673-2000 (Name, address and telephone number of Registrant's executive offices and agent for service) Copies to: Donald W. Brodsky Jenkens & Gilchrist, A Professional Corporation 1401 McKinney Street, Suite 2700 Houston, Texas 77010 (713) 951-3300 Approximate date of commencement of proposed sale to the public: Not applicable. 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 being 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 interest reinvestment plans, check the following box. |X| 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 for 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. |X| Denbury Resources Inc., a Delaware corporation, formerly Denbury Holdings, Inc. (the "Registrant"), was organized to enable its predecessor, formerly Denbury Resources Inc., a Delaware corporation ("Predecessor"), to adopt a holding company organizational structure in accordance with Section 251(g) of the Delaware General Corporation Law (the "DGCL"). In accordance with Rule 414, the Registrant, as the successor issuer to the Predecessor in the holding company reorganization described below, is filing this Amendment No. 2 to Registration Statement No.333-107676 in order to hereby expressly adopt Registration Statement No. 333-107676 on Form S-3 as its own for all purposes under the Securities Act and the Securities Exchange Act of 1934, as amended. Registration fees were paid at the time of filing the original Registration Statement. The purposes of creating the holding company structure are to better reflect the operating practices and methods of Denbury, to improve its economics, and to provide greater administrative and operational flexibility. The holding company organizational structure was effected pursuant to an Agreement and Plan of Merger to Form Holding Company (the "Merger Agreement") among the Predecessor, the Registrant, and Denbury Onshore, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Registrant ("Onshore"). The Merger Agreement provided for the merger of the Predecessor into Onshore, with Onshore continuing as the surviving entity and a wholly-owned subsidiary of the Registrant (the "Merger"). The Merger became effective at 9:00 a.m. EST on December 29, 2003. Prior to the Merger, the Registrant was a direct, wholly-owned subsidiary of the Predecessor organized for the purpose of implementing the holding company organizational structure. Pursuant to Section 251(g) of the DGCL, stockholder approval of the Merger was not required. The reorganization was structured so that it is tax-free to Denbury stockholders. By virtue of the Merger, all of the Predecessor's outstanding common stock was converted, on a share for share basis, into common stock of the Registrant. As a result, each stockholder of the Predecessor became the owner of an identical number of shares of common stock of the Registrant. Additionally, each treasury share of the Predecessor was automatically converted into a treasury share of the Registrant. Also, each outstanding option to purchase shares of the Predecessor's common stock was automatically converted into an option to purchase, upon the same terms and conditions, an identical number of shares of the Registrant's common stock. The conversion of shares of stock in the Merger occurred without an exchange of certificates. Accordingly, certificates formerly representing shares of outstanding stock of the Predecessor are deemed to represent the same number of shares of stock of the Registrant. The Registrant's common stock will continue to be listed on the New York Stock Exchange under the symbol "DNR" without interruption and the Registrant will use the same name as the Predecessor, "Denbury Resources Inc." In the Merger, each stockholder received securities of the same class, evidencing the same proportional interests in the Registrant and having the same designations, rights, powers and preferences, and qualifications, limitations and restrictions, as those that the stockholder held in the Predecessor. Pursuant to Section 251(g) of the DGCL, the certificate of incorporation and bylaws of the Registrant contain provisions substantially identical to those of the Predecessor prior to the Merger. Also pursuant to Section 251(g) of the DGCL, the limited liability company agreement of Onshore contains a provision that any act or transaction by or involving Onshore, the entity that survived the merger between it and the Predecessor, other than the election or removal of managers of Onshore, (1) that requires for its adoption under Onshore's limited liability company agreement the approval of its sole member, a new subsidiary of the Registrant, Denbury Operating Company ("OPCO"), or (2) that would require the approval of the stockholders of Onshore if Onshore were a corporation subject to the DGCL (other than the election or removal of directors), shall also require the approval of the stockholders of the Registrant by the same vote that is required by the DGCL and/or Onshore's limited liability company agreement. The authorized capital stock of the Registrant, the designations, rights, powers and preferences of such capital stock and the qualifications, limitations and restrictions thereof are also substantially identical to those of the Predecessor's capital stock immediately prior to the Merger. The directors and executive officers of the Registrant are the same individuals who were directors and executive officers, respectively, of the Predecessor immediately prior to the Merger. Following and in connection with the Merger, Denbury is restructuring its downstream subsidiaries through which operations will be conducted. 2
Item 16. Exhibits Exhibit No. Document Description - ------------ -------------------- **1.1 Form of Underwriting Agreement (Debt Securities) **1.2 Form of Underwriting Agreement (Common Stock) **1.3 Form of Underwriting Agreement (Preferred Stock) **1.4 Form of Underwriting Agreement (Depositary Shares) **1.5 Form of Underwriting Agreement (Warrants) 1.6 Agreement and Plan of Merger to Form Holding Company, dated as of December 22, 2003, but effective December 29 at 9:00 a.m. EST, by and among the Registrant, the Predecessor and Onshore (incorporated by reference to Exhibit 2.1 of the Registrant's Form 8-K filed on December 29, 2003) **4.1 Form of Indenture between Denbury Resources Inc. and Trustee to be designated therein covering Debt Securities to be offered hereunder, including Form of Note or Debenture attached thereto **4.2 Form of Certificate of Designation for Preferred Stock, including Specimen Certificate **4.3 Form of Depositary Agreement between Denbury Resources Inc. and Depository to be designated therein covering Depositary Shares to be offered hereunder, including Form of Depositary Receipt attached hereto **4.4 Form of Warrant Agreement and Trustee to be designated therein covering Common Stock Warrants to be offered hereunder, including Form of Common Stock Warrant attached thereto **4.5 Form of Warrant Agreement and Trustee to be designated therein covering Preferred Stock Warrants to be offered hereunder, including Form of Preferred Stock Warrant attached thereto 4.6 Restated certificate of Incorporation of Denbury Resources Inc. filed with the Delaware Secretary of State on December 29, 2003 (incorporated by reference to Exhibit 3.1 of the Registrant's Form 8-K filed on December 29, 2003) 4.7 Restated bylaws of Denbury Resources Inc., a Delaware corporation, adopted effective December 29, 2003 (incorporated by reference to Exhibit 3.2 of the Registrant's Form 8-K filed on December 29, 2003) 4.8 Registration Rights Agreement dated April 21, 1999 (incorporated by reference as Exhibit 10.8 of Form 13D filed April 27, 1999 by TPG Partners, L.P.) *5 Opinion of Jenkens & Gilchrist, A Professional Corporation, as to the validity of the common stock
II-1
***12 Denbury Resources Inc. Computation of Ratio of Earnings to Fixed Charges *15 Letter from Deloitte & Touche LLP, independent accountants, as to unaudited interim financial information *23.1 Consent of DeGolyer and MacNaughton *23.2 Consent of Deloitte & Touche LLP 23.3 Consent of Jenkens & Gilchrist, A Professional Corporation (included in Exhibit 5) ***24 Power of Attorney (included on signature page) **25 Statement(s) on Form T-1 of Eligibility of Trustee for the Debt Securities
* Filed herewith ** To be filed by amendment or Form 8-K *** Previously filed II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on December 29, 2003. DENBURY RESOURCES INC. By: /s/ Phil Rykhoek --------------------------------------- Phil Rykhoek Senior Vice President and Chief Financial Officer 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.
Signatures Title Date ---------- ----- ---- /s/ Gareth Roberts* President, Chief Executive Officer and December 29, 2003 - ----------------------------------------- Director (Principal Executive Officer) Gareth Roberts /s/ Phil Rykhoek Senior Vice President and Chief Financial December 29, 2003 - ----------------------------------------- Officer Phil Rykhoek (Principal Financial Officer) /s/ Mark Allen Vice President and Chief Accounting Officer December 29, 2003 - ----------------------------------------- (Principal Accounting Officer) Mark Allen /s/ Ronald G. Greene* Chairman of the Board and December 29, 2003 - ----------------------------------------- Director Ronald G. Greene /s/ David I. Heather* Director December 29, 2003 - ----------------------------------------- David I. Heather /s/ Wieland F. Wettstein* Director December 29, 2003 - ----------------------------------------- Wieland F. Wettstein /s/ David B. Miller* Director December 29, 2003 - ----------------------------------------- David B. Miller
/s/ Phil Rykhoek ----------------------------------- *Phil Rykhoek *Attorney-in-Fact pursuant to power of attorney contained in original filing of this Registration Statement
INDEX TO EXHIBITS Exhibit No. Document Description ----------- -------------------- 5 Opinion of Jenkens & Gilchrist, a Professional Corporation, as to the validity of the common stock 15 Letter from Deloitte & Touche LLP, independent accountants, as to unaudited interim financial information 23.1 Consent of DeGolyer and McNaughton 23.2 Consent of Deloitte & Touche LLP
EX-5 3 denburys3amend107676ex5.txt EXHIBIT 5 Exhibit 5
Jenkens & Gilchrist Austin, Texas a professional corporation (512) 499-3800 Chicago, Illinois 1401 McKinney (312) 425-3900 Suite 2700 Dallas, Texas Houston, Texas 77010 (214) 855-4500 Los Angeles, California (713) 951-3300 (310) 820-8800 Facsimile (713) 951-3314 New York, New York Donald Brodsky (212) 704-6000 (713) 951-3341 www.jenkens.com Pasadena, California dbrodsky@jenkens.com (626) 578-7400 San Antonio, Texas (210) 246-5000 Washington, D.C. (202) 326-1500
December 29, 2003 Denbury Resources Inc. 5100 Tennyson Pkwy., Ste. 3000 Plano, Texas 75024 Ladies and Gentlemen: We have acted as securities counsel to Denbury Resources Inc. (formerly Denbury Holdings, Inc.), a Delaware corporation ("Denbury"), in connection with the Post-Effective Amendment No. 2 to Registration Statement No. 333-107676 on Form S-3 (the "Registration Statement"), filed by Denbury with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), with respect to Denbury's adoption of the Registration Statement as the successor issuer to Denbury Resources, Inc., a Delaware corporation, as it was constituted prior to 9:00 a.m. EST on December 29, 2003 (the "Predecessor"), pursuant to Rule 414 of the Act. The Registration Statement covers shares of common stock, par value $.001 per share, of Denbury ("Common Stock"), preferred stock, par value $.001 per share, of Denbury in one or more series ("Preferred Stock"), unsecured debt securities, in one or more series, consisting of notes, debentures or other evidences of indebtedness of Denbury ("Debt Securities"), shares of Preferred Stock which may be issued in the form of depositary shares ("Depositary Shares") evidenced by depositary receipts, and warrants to purchase Common Stock or Preferred Stock ("Warrants") which may be issued and sold by Denbury, and Common Stock owned by certain of its shareholders ("Selling Shareholders") which may be sold by the Selling Shareholders, in each case from time to time pursuant to Rule 415 under the Act for an aggregate initial offering price (as to all such securities as may be sold by Denbury and the Selling Shareholders) not to exceed $350,000,000. The Common Stock, Preferred Stock, Debt Securities, Depositary Shares and Warrants will be referred to herein collectively as the "Securities." The Securities will be offered in amounts, at prices and on terms to be determined in light of market conditions contained in the Registration Statement to which this opinion is an exhibit. Denbury Resources Inc. December 29, 2003 Page 2 Unless otherwise provided in any prospectus supplement forming a part of the Registration Statement (i) any series of the Debt Securities will be issued under an Indenture (the "Indenture") between Denbury and a United States banking institution to be selected by Denbury, as trustee, a form of which is filed as an exhibit to the Registration Statement; (ii) any series of the Preferred Stock will be issued under Denbury's Certificate of Incorporation and a Certificate of Designations (the "Certificate of Designations"); (iii) any shares of the Common Stock are to be issued under Denbury's Certificate of Incorporation; (iv) any Depositary Shares will be issued under one or more Deposit Agreements (each a "Deposit Agreement") to be entered into between Denbury and depositories to be named by Denbury (each a "Depository"); and (v) any Warrants will be issued under one or more Warrant Agreements (each a "Warrant Agreement") to be entered into between Denbury and warrant agents to be named by Denbury (each a "Warrant Agent"). In connection with this opinion, we have examined and relied upon the accuracy of original, certified or photographic copies of such records, agreements, certificates and other documents as we have deemed necessary or appropriate to enable us to render the opinions set out below, including (i) the Registration Statement, (ii) Denbury's Certificate of Incorporation and Bylaws; (iii) copies of resolutions of Denbury's and the Predecessor's boards of directors ("Board") authorizing the filing of the Registration Statement; and (iv) the form of Indenture. In addition, we have reviewed such questions of law as we have considered appropriate. As to any facts material to our opinion, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of Denbury. In all such examinations, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. We have also assumed that (i) the Registration Statement and any amendments thereto (including post-effective amendments) will comply with all applicable laws, (ii) a proper prospectus supplement ("Prospectus Supplement") will have been prepared and filed with the Commission describing the Securities offered thereby, (iii) all Securities issued will be issued and sold in compliance with applicable federal and state securities laws and solely in the manner stated in the Registration Statement and the appropriate Prospectus Supplement, (iv) the Indenture, together with any supplemental indenture or other instruments establishing a series of Denbury Resources Inc. December 29, 2003 Page 3 Debt Securities to be issued under the Indenture, will each be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us or with changes that do not affect the opinions given hereunder; (v) at the time of any offering or sale of any shares of Common Stock or Preferred Stock, Denbury will have such number of shares of Common Stock or Preferred Stock authorized or created and available for issuance as may be offered and sold and as are issuable upon the conversion, exchange or exercise of any Securities that may be offered and sold, (vi) any definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by Denbury and the other parties thereto, (vii) there shall be no change in law affecting the validity of any of the Securities (between the date hereof and the date of issuance and sale of such Securities), and (viii) all parties to agreements involving the issuance or sale of the Securities will perform their obligations thereunder in compliance with the terms of such documents. Based upon the foregoing, and subject to the assumptions, qualifications and limitations stated herein, we are of the opinion that: 1. The Common Stock that may be offered and sold by the Selling Shareholders and which is covered by the Registration Statement is legally issued, fully paid and nonassessable. 2. With respect to the Common Stock that may be issued, offered and sold by Denbury, when (i) the Board (or a committee thereof) has taken all necessary corporate action to approve the issuance and sale of the Common Stock to be issued, the terms of the offering thereof and related matters, (ii) such shares of Common Stock have been issued and delivered in accordance with the provisions of any applicable definitive purchase or underwriting or other agreement binding on Denbury and the terms of which have been approved by the Board (or a committee thereof), and (iii) Denbury has received payment of the cash or other lawful consideration provided to be paid for the Common Stock, which consideration shall not be less than the par value thereof, such shares of Common Stock will be legally issued, fully paid and nonassessable. 3. With respect to the Preferred Stock, when (i) the Board (or a committee thereof) has taken all necessary corporate action to approve the issuance and terms of such Preferred Stock that may be issued, the terms of the offering thereof and related matters, (ii) a Certificate of Designation under, or an amendment of, Denbury's Certificate of Incorporation setting forth the powers, designations, preferences Denbury Resources Inc. December 29, 2003 Page 4 and relative, participating, optional or other special rights of the Preferred Stock and the qualifications and restrictions of such preferences and/or rights has been filed with the Secretary of State of Delaware, (iii) such shares of Preferred Stock have been issued and delivered in accordance with the provisions of any applicable definitive purchase, underwriting or similar agreement and the terms of which have been approved by the Board (or a committee thereof), and (iv) Denbury has received payment of the cash or other lawful consideration provided to be paid for the Preferred Stock, which consideration shall not be less than the par value thereof, such shares of Preferred Stock will be legally issued, fully paid and nonassessable. 4. With respect to the Debt Securities, when (i) the applicable Indenture relating to the Debt Securities has been duly qualified under the Trust Indenture Act of 1939, as amended, (ii) the Trustee that is a party to the Indenture relating to such Debt Securities has been duly qualified and has filed with the Commission a Statement of Eligibility of Trustee on Form T-1 for the Debt Securities, (iii) the Board (or a committee thereof) has taken all necessary corporate action to approve the issuance and terms of such Debt Securities, (iv) the terms of such Debt Securities and of their issuance and sale have been duly established in conformity with the applicable Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon Denbury and so as to comply with any requirements or restriction imposed by any court or governmental body having jurisdiction over Denbury, (v) the Indenture has been duly authorized, executed and delivered by the parties thereto, (vi) the certificates representing the Debt Securities have been duly executed, authenticated, countersigned, registered, issued and delivered in accordance with the Indenture and any applicable definitive purchase, underwriting or similar agreement, (vii) the Debt Securities have been issued and delivered in accordance with the provisions of any applicable definitive purchase, underwriting or similar agreement and the terms of which have been approved by the Board (or a committee thereof), and (viii) Denbury has received payment of the consideration provided to be paid for the Debt Securities, such Debt Securities will constitute valid and legally binding obligations of Denbury. 5. With respect to the Depositary Shares, when (i) the Board (or a committee thereof) has taken all necessary corporate action to approve the creation of and issuance and terms of the Depositary Shares, the terms of the offering thereof and Denbury Resources Inc. December 29, 2003 Page 5 related matters, (ii) the Deposit Agreement relating to the Depositary Shares in which the Depository thereunder is duly appointed and the related depositary receipts have been duly authorized and validly executed and delivered by Denbury and the Depository appointed by Denbury, (iii) the shares of Preferred Stock underlying the Depositary Shares have been deposited with the Depository (iv) such Depositary Shares have been issued and delivered in accordance with the provisions of the Deposit Agreement, the terms of any applicable definitive purchase underwriting or similar agreement, and the terms of which have been approved by the Board (or a committee thereof), and (iv) Denbury has received payment of the consideration provided to be paid for the Depositary Shares, such Depositary Shares will be legally issued, fully paid and nonassessable. 6. With respect to the Warrants, when (i) the Board (or a committee thereof) has taken all necessary corporate action to approve the creation of and issuance and terms of the Warrants, the terms of the offering thereof and related matters (including any Common Stock or Preferred Stock issued upon exercise of the Warrants), (ii) any Warrant Agreement entered into in connection therewith (the "Warrant Agreement") has been duly authorized and validly executed and delivered by Denbury and the warrant agent thereunder appointed by Denbury, (iii) the Warrants or certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the applicable Warrant Agreement and any applicable definitive purchase, underwriting or similar agreement, and the terms of which have been approved by the Board (or a committee thereof), and (iv) Denbury has received payment of the consideration provided to be paid for the Warrants, such Warrants will be legally issued, fully paid and nonassessable and will constitute valid and legally binding obligations of Denbury. 7. With respect to Preferred Stock, Common Stock and Debt Securities ("Underlying Securities") that may be issued on the conversion, exchange or exercise of any Securities, when (i) the Underlying Security is issued in accordance with the term of the Security for which it is exchangeable, exercisable or convertible, including the receipt by Denbury of any additional consideration to be paid therefor, and (ii) with respect to Underlying Securities that are Debt Securities, the conditions set forth in paragraph 4 above, as applicable, are satisfied, shares of Preferred Stock and Common Stock that are issued as Underlying Securities will be legally issued, fully paid and nonassessable and Denbury Resources Inc. December 29, 2003 Page 6 Debt Securities that are issued as Underlying Securities will constitute valid and legally binding obligations of Denbury. The opinions set forth in paragraphs 4 and 7 above are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. The foregoing opinions are limited to the laws of the State of New York, the laws of the United States of America and the Delaware General Corporation Law ("DGCL"), including provisions of the Delaware Constitution that are applicable to the DGCL and reported judicial interpretations under the DGCL. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the use of our name under the caption "Legal Opinions" in the Prospectus forming a part of the Registration Statement. In giving this consent, this firm does not admit that it is within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Respectfully submitted, Jenkens & Gilchrist, A Professional Corporation By: /s/ DONALD W. BRODSKY ---------------------------------------- Donald W. Brodsky EX-15 4 denburys3amend107676ex15.txt EXHIBIT 15 Exhibit 15 Denbury Resources Inc.: We have made a review, in accordance with standards established by the American Institute of Certified Public Accountants, of the unaudited consolidated interim financial information of Denbury Resources Inc. (the "Company") for the periods ended March 31, 2003 and 2002, June 30, 2003 and 2002, and September 30, 2003 and 2002, as indicated in our reports dated May 13, 2003, August 7, 2003, and November 12, 2003, respectively; because we did not perform an audit, we expressed no opinion on that information. We are aware that our reports referred to above, which were included in your Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and September 30, 2003, are being used in this Amendment No. 2 to Registration Statement No. 333-107676 of Denbury Resources Inc. We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act. /s/ Deloitte & Touche LLP Dallas, Texas December 29, 2003 EX-23 5 denburys3amend107676ex231.txt EXHIBIT 23.1 Exhibit 23.1 [DeGolyer and MacNaughton Letterhead] December 23, 2003 Denbury Resources Inc. 5100 Tennyson Parkway, Suite 3000 Plano, Texas 75024 Ladies and Gentlemen: We consent to the use of the name DeGolyer and MacNaughton in Amendment No. 2 to Registration Statement No. 333-107676 on Form S-3 filed with the United States Securities and Exchange Commission on or about August 5, 2003. We further consent to references to our "Appraisal Report as of December 31, 2002 on Certain Properties owned by Denbury Resources Inc. SEC Case," "Appraisal Report as of December 31, 2001 on Certain Properties owned by Denbury Resources Inc. SEC Case," and "Appraisal Report as of December 31, 2000 on Certain Properties owned by Denbury Resources Inc. SEC Case," (our Reports), information taken from our Reports, and references to DeGolyer and MacNaughton in the Denbury Resources Inc. Form 10-K for the fiscal year ending December 31, 2002, which is incorporated by reference in the Form S-3. Very truly yours, /s/ DeGolyer and MacNaughton DeGOLYER and MacNAUGHTON EX-23 6 denburys3amend107676ex232.txt EXHIBIT 23.2 Exhibit 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Amendment No. 2 to Registration Statement No. 333-107676 of Denbury Resources Inc. of our report dated March 3, 2003, appearing in the Annual Report on Form 10-K of Denbury Resources Inc. for the year ended December 31, 2002 and to the reference to us under the heading "Experts" in the two forms of Prospectus, which are part of this Registration Statement. /s/ Deloitte & Touche LLP Dallas, Texas December 29, 2003 -----END PRIVACY-ENHANCED MESSAGE-----