SC 13D 1 h89199sc13d.txt ENCAP INVESTMENTS LLC FOR DENBURY RESOURCES INC 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D 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) JULY 10, 2001 (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 Sections 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 Section 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). 2 CUSIP NO. 247916 20 8 SCHEDULE 13D (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 3,941,960(1) Owned by -------------------------------------------------------- Each (9) Sole Dispositive Power 0 Reporting -------------------------------------------------------- Person With (10) Shared Dispositive Power 3,941,960(1) -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,941,960(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) 7.5%(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, Energy PLC, 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, Energy PLC, and BOCP (as defined herein). (3) Based on 52,800,927 shares issued and outstanding as of July 10, 2001, after completion of the Merger (as defined herein). Page 2 3 ITEM 1. SECURITY AND ISSUER. The class of equity securities to which this statement relates is common stock, $0.001 par value per share (the "Common Stock") of Denbury Resources Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 5100 Tennyson Parkway, Suite 3000, Plano, Texas 75024. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c) EnCap Investments L.L.C. ("EnCap Investments") is a Delaware limited liability company with its principal business and executive offices located at 1100 Louisiana Street, Suite 3150, Houston, Texas 77002. EnCap Investments is the general partner of EnCap Energy Capital Fund III, L.P., a Texas limited partnership ("EnCap III"), and EnCap Energy Capital Fund III-B, L.P., a Texas limited partnership ("EnCap III-B"). EnCap Investments also serves as an investment advisor to Energy Capital Investment Company PLC, a company organized and existing under the laws of England ("Energy PLC") pursuant to an Investment Advisory Agreement dated as of February 4, 1994, and to BOCP Energy Partners, L.P., a Texas limited partnership ("BOCP"), pursuant to a Management Agreement dated August 21, 1997. The principal business of EnCap Investments is engaging in oil and gas related investments. Current information concerning the sole member and managing directors of EnCap Investments is set forth on Schedule I hereto. The sole member of EnCap Investments is El Paso Merchant Energy Holding Company ("El Paso Merchant Energy"). El Paso Merchant Energy is a Delaware corporation with its principal business and executive offices located at 1001 Louisiana Street, Houston, Texas 77002. The principal business of El Paso Merchant Energy is a broad range of activities in the energy marketplace, including asset ownership, trading and risk management, and financial services. Current information concerning the controlling person and executive officers and directors of El Paso Merchant Energy is set forth on Schedule I hereto. The controlling person of El Paso Merchant Energy is El Paso Corporation. El Paso Corporation is a Delaware corporation with its principal business and executive offices located at 1001 Louisiana Street, Houston, Texas 77002. The principal business of El Paso Corporation is serving as a holding company for its various subsidiaries, which are engaged in energy and related businesses. Current information concerning the executive officers and directors of El Paso Corporation is set forth on Schedule I hereto. (d)-(f) See Schedule I ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. EnCap III, EnCap III-B, Energy PLC, and BOCP were the beneficial owners of common stock of Matrix Oil & Gas, Inc. ("Matrix"). Pursuant to an Agreement and Plan of Merger and Reorganization dated June 4, 2001 (the "Merger Agreement"), among the Issuer, Denbury Offshore, Inc. ("Offshore"), a subsidiary of the Issuer, Matrix and the shareholders of Matrix, Matrix was merged with and into Offshore (the "Merger") effective July 10, 2001. In the Merger, the shares of common stock of Matrix held by EnCap III, EnCap III-B, Energy PLC, and BOCP was exchanged for the shares of Common Stock reported herein and cash. All of the shares of Common Stock reported herein as being beneficially owned by the reporting person were acquired in the Merger in exchange for the common stock of Matrix previously owned by EnCap III, EnCap III-B, Energy PLC, and BOCP. ITEM 4. PURPOSE OF TRANSACTION. The reporting person acquired the securities of the Issuer that are the subject of this statement at the effective time of the Merger. The reporting person acquired the precursor securities in Matrix for Page 3 4 investment purposes. Except as set forth herein, the reporting person has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) though (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) EnCap Investments. EnCap Investments, as the sole general partner of EnCap III, is the beneficial owner of 1,674,507 shares of Common Stock. EnCap Investments, as the sole general partner of EnCap III-B, is the beneficial owner of 1,266,431 shares of Common Stock. EnCap Investments, as an investment advisor to Energy PLC, is the beneficial owner of 591,294 shares of Common Stock. EnCap Investments, as an investment advisor to BOCP, is the beneficial owner of 409,728 shares of Common Stock. EnCap Investments is therefore the beneficial owner of an aggregate of 3,941,960 shares of Common Stock. Based on the 52,800,927 shares of Common Stock outstanding as of July 10, 2001, EnCap Investments may be deemed the beneficial owner of approximately 7.5% 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 or direct the vote and to dispose or direct the disposition of 1,674,507 shares of Common Stock. 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 1,266,431 shares of Common Stock. 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 409,728 shares of Common Stock owned by BOCP. By virtue of the Investment Agreement (as defined in Item 6), EnCap Investments shares the power to vote or direct the vote and to dispose or direct the disposition of 591,294 shares of Common Stock with Energy PLC. 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) It is inapplicable for the purpose herein to state the date on which a party ceased to be owner of more than five percent (5%) of the Common Stock. Page 4 5 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. Except as set forth in Items 5 and 6 or in the Exhibits filed herewith, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between any of the individuals or entities described in Item 2 or between such persons and any other person with respect to the voting or disposition of the shares of Common Stock deemed to be beneficially owned by the reporting person. EnCap Investments (as the general partner of EnCap III and EnCap III-B), is a party to the Agreements of Limited Partnership of EnCap III and EnCap III-B. EnCap Investments is also a party to (i) that certain Investment Advisory Agreement dated February 4, 1994 between EnCap Investments and Energy PLC (the "Investment Agreement") whereby EnCap Investments acts as an investment advisor to Energy PLC, and (ii) that certain Management Agreement dated August 21, 1997 among EnCap Investments, BOCP, and Banc One Capital Partners VIII, Ltd. (the "Management Agreement") whereby EnCap Investments acts as an investment advisor to BOCP. In connection with the Merger Agreement, EnCap Investments, EnCap III, EnCap III-B, BOCP, and Energy PLC agreed that they would not transfer shares of Common Stock during the seven day period prior to, and during the 90-day period following, the effective date of any registration statement filed with respect to an offering of Common Stock by the Issuer. In addition, EnCap III, EnCap III-B, BOCP, and Energy PLC agreed that as long as they hold in the aggregate more than 5% of the outstanding Common Stock, that such parties will at the request of the Issuer, or any managing underwriter of an underwritten offering with respect to the Common Stock, enter into an agreement in customary form under which they would refrain from selling any Common Stock held by such parties during a reasonable time prior to, and following the effective date of a registration statement filed by the Issuer with respect to the sale of Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 4.1 - Investment Advisory Agreement dated February 4, 1994 between EnCap Investments L.L.C., a Texas limited liability company, and Energy Capital Investment Company PLC, a company organized under the laws of England. Exhibit 4.2 - Management Agreement dated August 21, 1997, by and among Banc One Capital Partners VIII, Ltd., an Ohio limited liability company, BOCP Energy Partners, L.P., a Texas limited partnership, and EnCap Investments L.L.C., a Texas limited liability company. Exhibit 4.3* - Agreement and Plan of Merger and Reorganization dated June 4, 2001, among Denbury Resources, Inc., Denbury Offshore, Inc., Matrix Oil & Gas, Inc. ("Matrix") and the shareholders of Matrix. (Exhibit 2 to Current Report on Form 8-K dated June 4, 2001, filed by Denbury Resources, Inc.) * Incorporated by reference as noted. Page 5 6 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: July 20, 2001 ENCAP INVESTMENTS L.L.C. By: /s/ D. Martin Phillips -------------------------- D. Martin Phillips, Managing Director 7 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 Name and Capacity in Which Principal Organization in which Principal Occupation Business Address Serves Occupation is Conducted ---------------- ----------------- ---------- ------------------------------------------ (i) EnCap Investments L.L.C. David B. Miller Managing Managing EnCap Investments L.L.C. 3811 Turtle Creek Blvd. Director, Director, 3811 Turtle Creek Blvd., Suite 1080 EnCap EnCap Investments Suite 1080 Dallas, TX 75219 Investments L.L.C. Dallas, TX 75219 L.L.C. Gary R. Petersen Managing Managing Director, EnCap Investments L.L.C. 1100 Louisiana Director, EnCap Investments 1100 Louisiana, Suite 3150 Suite 3150 EnCap L.L.C. Houston, TX 77002 Houston, TX 77002 Investments L.L.C. D. Martin Phillips Managing Managing Director, EnCap Investments L.L.C. 1100 Louisiana Director, EnCap Investments 1100 Louisiana, Suite 3150 Suite 3150 EnCap L.L.C. Houston, TX 77002 Houston, TX 77002 Investments L.L.C. Robert L. Zorich Managing Managing Director, EnCap Investments L.L.C. 1100 Louisiana Director, EnCap Investments 1100 Louisiana, Suite 3150 Suite 3150 EnCap L.L.C. Houston, Texas 77002 Dallas, TX 77002 Investments L.L.C.
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Name, Principal Business Address of Name and Capacity in Which Principal Organization in which Principal Occupation Business Address Serves Occupation is Conducted ---------------- ----------------- ---------- ------------------------------------------ (ii) El Paso Merchant Energy Holding Company Clark C. Smith President, Merchant President, Merchant Energy El Paso Merchant Energy 1001 Louisiana Street Energy North America North America Holding Company Houston, Texas 77002 and Director 1001 Louisiana Street Houston, Texas 77002 John B. Holmes, Jr. Chief Operating Chief Operating Officer, El Paso Merchant Energy 1001 Louisiana Street Officer, Merchant Merchant Energy North Holding Company Houston, Texas 77002 Energy North America America 1001 Louisiana Street Houston, Texas 77002 Timothy D. Bourn Vice President and Vice President and Senior El Paso Merchant Energy 1001 Louisiana Street Senior Managing Managing Director, Merchant Holding Company Houston, Texas 77002 Director Energy North America 1001 Louisiana Street Houston, Texas 77002 Larry M. Kellerman Vice President and Vice President and Senior El Paso Merchant Energy 1001 Louisiana Street Senior Managing Managing Director, Merchant Holding Company Houston, Texas 77002 Director Energy North America 1001 Louisiana Street Houston, Texas 77002 John L. Harrison Senior Vice President Senior Vice President and El Paso Merchant Energy 1001 Louisiana Street and Chief Financial Chief Financial Officer, Holding Company Houston, Texas 77002 Officer Merchant Energy North 1001 Louisiana Street America Houston, Texas 77002 W.C. Mack Senior Vice President Senior Vice President, El Paso Merchant Energy 1001 Louisiana Street Merchant Energy North Holding Company Houston, Texas 77002 America 1001 Louisiana Street Houston, Texas 77002 Grady M. Blakley Senior Vice President Senior Vice President, Merchant El Paso Merchant Energy 1001 Louisiana Street Energy North America Holding Company Houston, Texas 77002 1001 Louisiana Street Houston, Texas 77002 J. Robert Collins, Jr. Senior Vice President Senior Vice President, Merchant El Paso Merchant Energy 1001 Louisiana Street Energy North America Holding Company Houston, Texas 77002 1001 Louisiana Street Houston, Texas 77002 Ralph Eads Director Executive Vice President of El Paso Corporation 1001 Louisiana Street El Paso Corporation 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002
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Name, Principal Business Address of Name and Capacity in Which Principal Organization in which Principal Occupation Business Address Serves Occupation is Conducted ---------------- ----------------- ---------- ------------------------------------------ (iii) El Paso Corporation William A. Wise Chairman of the Director, Chairman of El Paso Corporation 1001 Louisiana Street Board, President, the Board, President, 1001 Louisiana Street Houston, Texas 77002 Chief Executive and Chief Executive Houston, Texas 77002 Officer, and Officer of El Paso Director Corporation H. Brent Austin Executive Vice Executive Vice El Paso Corporation 1001 Louisiana Street President and President and Chief 1001 Louisiana Street Houston, Texas 77002 Chief Financial Financial Officer of El Houston, Texas 77002 Officer Paso Corporation Ralph Eads Executive Vice Executive Vice El Paso Corporation 1001 Louisiana Street President President of El Paso 1001 Louisiana Street Houston, Texas 77002 Corporation Houston, Texas 77002 Joel Richards III Executive Vice Executive Vice El Paso Corporation 1001 Louisiana Street President President, Human 1001 Louisiana Street Houston, Texas 77002 Resources and Houston, Texas 77002 Administration of El Paso Corporation William A. Smith Executive Vice Executive Vice El Paso Corporation 1001 Louisiana Street President President, Business 1001 Louisiana Street Houston, Texas 77002 Development of El Houston, Texas 77002 Paso Corporation John W. Somerhalder II Executive Vice President, Pipeline El Paso Corporation 1001 Louisiana Street President and Group of El Paso 1001 Louisiana Street Houston, Texas 77002 President, Corporation Houston, Texas 77002 Pipeline Group Britton White Jr. Executive Vice Executive Vice El Paso Corporation 1001 Louisiana Street President and President and General 1001 Louisiana Street Houston, Texas 77002 General Counsel Counsel of El Paso Houston, Texas 77002 Corporation Jeffrey I. Beason Senior Vice Senior Vice President El Paso Corporation 1001 Louisiana Street President and and Controller of El 1001 Louisiana Street Houston, Texas 77002 Controller Paso Corporation Houston, Texas 77002 C. Dana Rice Senior Vice Senior Vice President El Paso Corporation 1001 Louisiana Street President and and Treasurer of El 1001 Louisiana Street Houston, Texas 77002 Treasurer Paso Corporation Houston, Texas 77002 Patricia A. Shelton President, President of Western El Paso Natural Gas Company 1001 Louisiana Street Western Pipeline Pipeline Division 1001 Louisiana Street Houston, Texas 77002 Division Houston, Texas 77002 E. J. Holm Chief Executive Chief Executive El Paso Natural Gas Company 1001 Louisiana Street Officer, Eastern Officer, Eastern 1001 Louisiana Street Houston, Texas 77002 Pipeline Division Pipeline Division Houston, Texas 77002
Page 9 10 John D. Hushon Chief Executive Chief Executive El Paso Energy International Company 1001 Louisiana Street Officer, El Paso Officer, El Paso 1001 Louisiana Street Houston, Texas 77002 Europe Europe Houston, Texas 77002 Greg G. Jenkins President of El President of El Paso El Paso Global Networks Company 1001 Louisiana Street Paso Global Global Networks 1001 Louisiana Street Houston, Texas 77002 Networks Company Houston, Texas 77002 Company Robert G. Phillips President of El President of El Paso El Paso Field Services, L.P. 1001 Louisiana Street Paso Field Field Services L.P. 1001 Louisiana Street Houston, Texas 77002 Services, L.P. Houston, Texas 77002 James C. Yardley President, President, Southern Southern Natural Gas Company 1001 Louisiana Street Southern Natural Natural Gas Company 1001 Louisiana Street Houston, Texas 77002 Gas Company Houston, Texas 77002 John B. Holmes, Jr. Chief Operating Chief Operating El Paso Merchant Energy Holding 1001 Louisiana Street Officer, Merchant Officer of Merchant Company Houston, Texas 77002 Energy Group Energy Group 1001 Louisiana Street Houston, Texas 77002 Stephen C. Beasley President, President, Tennessee Tennessee Gas Pipeline Company 1001 Louisiana Street Tennessee Gas Gas Pipeline Company 1001 Louisiana Street Houston, Texas 77002 Pipeline Company Houston, Texas 77002 James J. Cleary President, ANR President of ANR ANR Pipeline Company 1001 Louisiana Street Pipeline Company Pipeline Company 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 Byron Kelly President, El Paso President, El Paso El Paso Energy International Company 1001 Louisiana Street Energy Energy International 1001 Louisiana Street Houston, Texas 77002 International Company Houston, Texas 77002 Tom Wade President, President, Merchant Coastal States Crude Gathering Company 1001 Louisiana Street Merchant Energy Energy Petroleum 1001 Louisiana Street Houston, Texas 77002 Petroleum Markets Houston, Texas 77002 Markets Rod Erskine President, El Paso President of El Paso El Paso Production Company 1001 Louisiana Street Production Production Company 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 Byron Allumbaugh Director Retired Chairman, 610 Newport Center Drive 610 Newport Center Drive, Ralphs Grocery Suite 210 Suite 210 Company Newport Beach, CA 92660 Newport Beach, CA 92660 David A. Arledge Non-Executive Non-Executive Vice El Paso Corporation 1001 Louisiana Street Vice Chairman of Chairman of the Board 1001 Louisiana Street Houston, Texas 77002 the Board of El Paso Corporation Houston, Texas 77002 John M. Bissell Director Chairman of the Board Bissell Inc. 2345 Walker Ave., N.W. of Bissell Inc. 2345 Walker Ave., N.W. Grand Rapids, MI 49501 Grand Rapids, MI 49501
Page 10 11 Juan Carlos Braniff Director Vice Chairman, Universidad 1200, Col. XOCO Universidad 1200, Col. Grupo Financiero Mexico, D.F.C.P. 03339 XOCO Bancomer Mexico, D.F.C.P. 03339 James F. Gibbons Director Professor at Stanford Stanford University Stanford University University School of Paul G. Allen Center for Integrated Paul G. Allen Center for Engineering Systems Integrated Systems Room 201 (Mail Stop 4075) Room 201 (Mail Stop 4075) Stanford, CA 94305 Stanford, CA 94305 Anthony W. Hall, Jr. Director City Attorney, City of Attorney, City of Houston P.O. Box 1562 Houston P.O. Box 1562 Houston, Texas 77025 Houston, Texas 77251 Ronald L. Kuehn, Jr. Director Business Consultant El Paso Corporation 1001 Louisiana Street 1001 Louisiana Street Houston, Texas 77002 Houston, Texas 77002 J. Carleton MacNeil Jr. Director Securities Consultant 7020 Port Washington Road, Suite 200 7020 Port Washington Road, Milwaukee, WI 53217 Suite 200 Milwaukee, WI 53217 Thomas R. McDade Director Senior Partner, McDade, Fogler, Marnes, L.L.P. Two Houston Center McDade, Fogler, Two Houston Center 909 Fannin, Suite 1200 Marnes, L.L.P. 909 Fannin, Suite 1200 Houston, Texas 77010 Houston, Texas 77010 Malcolm Wallop Director Chairman, Western Western Strategy Group Western Strategy Group Strategy Group 1100 Wilson Blvd., 1100 Wilson Blvd., Suite 1400 Suite 1400 Arlington, VA 22209 Arlington, VA 22209 Joe B. Wyatt Director Chancellor Emeritus, Vanderbilt University Vanderbilt University Vanderbilt University 211 Kirkland Mall 211 Kirkland Mall Nashville, TN 37240 Nashville, TN 37240
(d) Neither EnCap III, EnCap III-B, Energy PLC, 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 person, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither EnCap III, EnCap III-B, Energy PLC, 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 person, 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 person, each of the individuals identified in this Schedule I is a citizen of the United States of America, with the exception of (i) Energy PLC which was formed under the laws of the United Kingdom, and (ii) Juan Carlos Braniff who is a citizen of Mexico. Page 11 12 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------ ----------- Exhibit 4.1 - Investment Advisory Agreement dated February 4, 1994 between EnCap Investments L.L.C., a Texas limited liability company, and Energy Capital Investment Company PLC, a company organized under the laws of England. Exhibit 4.2 - Management Agreement dated August 21, 1997, by and among Banc One Capital Partners VIII, Ltd., an Ohio limited liability company, BOCP Energy Partners, L.P., a Texas limited partnership, and EnCap Investments L.L.C., a Texas limited liability company. Exhibit 4.3* - Agreement and Plan of Merger and Reorganization dated June 4, 2001, among Denbury Resources, Inc., Denbury Offshore, Inc., Matrix Oil & Gas, Inc. ("Matrix") and the shareholders of Matrix. (Exhibit 2 to Current Report on Form 8-K dated June 4, 2001, filed by Denbury Resources, Inc.)
* Incorporated by reference as noted.