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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Carrizo Oil & Gas, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________________________
(Title of Class of Securities)
144577 10 3
________________________________________________________________________________
(CUSIP Number)
Steven A. Webster
1900 West Loop South
Suite 1800
Houston, Texas 77027
(713) 623-8984
________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 11, 1997
________________________________________________________________________________
(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page should 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).
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CUSIP No. 144577 10 3
________________________________________________________________________________
(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Steven A. Webster
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
OO
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
[ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
United States of America
________________________________________________________________________________
Number of (7) Sole Voting Power 1,371,016 Shares
Shares Bene- ______________________________________________________
ficially (8) Shared Voting Power 56,866 Shares
Owned by ______________________________________________________
Each Report- (9) Sole Dispositive Power 1,371,016 Shares
ing Person ______________________________________________________
With (10) Shared Dispositive Power 56,866 Shares
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,371,016 Shares
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[X]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
13.7%
________________________________________________________________________________
(14) Type of Reporting Person (See Instructions) IN
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ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is
common stock, par value $.01 per share (the "Common Stock"), of Carrizo Oil &
Gas, Inc., a Texas corporation (the "Company"). The address of the principal
executive offices of the Company is 14811 St. Mary's Lane, Suite 148, Houston,
Texas 77079.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Steven A. Webster ("Mr. Webster").
The business address of Mr. Webster is 1900 West Loop South, Suite 1800,
Houston, Texas 77027. Mr. Webster is a citizen of the United States of
America, and his principal occupation and employment is acting as Chairman and
Chief Executive Officer of Falcon Drilling Company, Inc., a Delaware
corporation ("Falcon"). The principal business of Falcon is offshore drilling
of oil and natural gas, and the address of Falcon's principal executive offices
is 1900 West Loop South, Suite 1800, Houston, Texas 77027. During the last
five years, Mr. Webster has not (i) been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 4, Purpose of Transaction, and Item 6, Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
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ITEM 4. PURPOSE OF TRANSACTION
Mr. Webster has acquired 224,506 shares of Common Stock
pursuant to a Combination Agreement dated as of June 6, 1997 (the "Combination
Agreement") among the Company, Carrizo Production, Inc., a Texas corporation
("Production"), Encinitas Partners Ltd., a Texas limited partnership
("Encinitas"), La Rosa Partners Ltd., a Texas limited partnership ("La Rosa"),
Carrizo Partners Ltd., a Texas limited partnership ("Carrizo Partners"), Paul
B. Loyd, Jr., Mr. Webster, S.P. Johnson IV, Douglas A.P. Hamilton and Frank A.
Wojtek, a copy of which has been filed as Exhibit 1 hereto and is incorporated
herein by reference, and as described in the Company's Registration Statement
on Form S-1 (Reg. No. 333-29187), as amended (the "Registration Statement").
Mr. Webster acquired 77,175 shares and 14,610 shares of Common Stock in the
mergers of each of Production and La Rosa with the Company, respectively, in
respect of shares of common stock of Production and the limited partner
interests in La Rosa held by Mr. Webster. Mr. Webster acquired an additional
132,721 shares of Common Stock in the acquisition of Encinitas by the Company
in respect of the limited partner interests of Encinitas held by Mr. Webster.
Cerrito Partners, of which Mr. Webster is a general partner, acquired 31,126
shares of Common Stock in the merger of Encinitas with the Company. On August
11, 1997, the Company granted options for 10,000 shares of Common Stock to Mr.
Webster pursuant to the Company's Incentive Plan, a copy of which has been
filed as Exhibit 2 hereto and is incorporated herein by reference. Such
options are exercisable in cumulative annual increments of one-third of the
total number of shares of Common Stock subject thereto, beginning on the first
anniversary of the date of grant, at a purchase price of $11.00 per share and
expire ten years from the date of their issuance.
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Mr. Webster will review on a continuous basis his investment in
the Common Stock and the Company's business affairs and financial condition, as
well as conditions in the securities markets and general economic and industry
conditions. Mr. Webster may in the future take such actions in respect of his
investment in the Common Stock as he deems appropriate in light of the
circumstances existing from time to time. Currently, these actions include
continuing to hold the shares he now beneficially owns or disposing of shares.
Such dispositions could be effected in private transactions, through a public
offering or, upon compliance with the rules under the Securities Act of 1933, as
amended (the "Securities Act"), in the open market. In addition to the
foregoing, Cerrito Partners may determine to distribute its share of Common
Stock to its partners. In addition to the foregoing, Cerrito Partners may
determine to distribute its shares of Common Stock to its partners.
Additionally, it is possible that Mr. Webster could seek to acquire additional
shares, although he has no current plans to do so, other than through the
Incentive Plan or other benefit plans or arrangements with the Company. Any
acquisition of shares could be effected in the open market, in privately
negotiated transactions, or otherwise. Shares may be transferred from time to
time to entities or trusts controlled by Mr. Webster and to family members. Any
sales, purchases or transfers or other actions described herein may be made at
any time without further prior notice. In reaching any conclusion as to the
foregoing matters, Mr. Webster may take into consideration various factors,
such as the Company's business and prospects, other developments concerning the
Company, the obligations of, cash and financial resources and needs of,
investment goals of and other business opportunities available to him,
developments with respect to his business, general economic conditions, the
market price for shares of Common Stock and stock market conditions.
Dispositions of the 224,506 shares of Common Stock received by
Mr. Webster pursuant to the Combination Agreement are restricted (subject to
certain limitations) by the Company's Bylaws, a copy of which has been filed as
Exhibit 3 hereto and is incorporated herein
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by reference, without the prior written consent of the Company. Additionally,
pursuant to a Lock-up Agreement dated July 31, 1997 of Mr. Webster (the
"Lock-up Agreement"), a copy of which has been filed as Exhibit 4 hereto and is
incorporated herein by reference, delivered pursuant to the Underwriting
Agreement of the Company dated August 5, 1997, Mr. Webster agreed not to sell
(subject to certain limitations) any shares of Common Stock until February 2,
1998 (180 days after August 6, 1997 (the date of the Prospectus of the Company
(the "Prospectus") relating to the initial public offering of shares of Common
Stock (the "IPO") as described in the Company's Registration Statement) without
the prior written consent of the underwriters for the IPO.
Except as set forth in Item 6, Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer, Mr.
Webster has no present plans or proposals which relate to or would result in
any of the actions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Webster may be deemed to be the beneficial owner of an
aggregate of 1,427,882 shares of Common Stock (approximately 14.3% of the
10,000,000 shares outstanding, determined by reference to the approximately
10,000,000 shares of Common Stock the Company reported in the Prospectus would
be outstanding following the consummation of the Combination Agreement and the
completion of the Offering, assuming no exercise of the underwriters'
overallotment option). Mr. Webster has the sole power to vote and dispose of
1,371,016 shares of Common Stock directly beneficially owned by him. Mr.
Webster may be deemed a beneficial owner of the 56,866 shares held by Cerrito
Partners, as he shares voting and dispositive power over such shares of Cerrito
Partners. Mr. Webster is one of three general partners of Cerrito Partners.
The concurrence of two
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of the general partners is required for decisions regarding the voting and
disposition of the Common Stock. Mr. Webster could be deemed to share the
voting and dispositive power over the shares held by Cerrito Partners; however,
Mr. Webster does not admit to having such power and disclaims the beneficial
ownership of the Common Stock held by Cerrito Partners. See Item 6, Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer, for a discussion of Mr. Webster's options.
On July 25, 1997, pursuant to a prior arrangement, Mr. Webster
transferred 25,470 shares of Common Stock to Cerrito Partners without
consideration.
Except as set forth in this Schedule 13D, to the best of Mr.
Webster's knowledge, he has not effected any transaction in Common Stock during
the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described in this statement or in the documents
referred to herein, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Webster and any person with
respect to any securities of the Company.
The Company was formed in September 1993. Prior to
consummation of the Combination Agreement, the Company conducted its operations
directly, with industry partners and through the following affiliated entities:
Production, Encinitas, La Rosa and Carrizo Partners. The Company was the
general partner of Carrizo Partners and La Rosa. Production was the general
partner of Encinitas. On August 11, 1997, pursuant to the Combination
Agreement, the Company the following transactions were consummated: (i)
Production was merged into the Company and the outstanding shares of capital
stock of Production were converted into an aggregate of 343,000 shares of
Common Stock; (ii) the Company acquired Encinitas in two steps: (a) the Company
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acquired the limited partner interests in Encinitas held by certain of the
Company's directors, including Mr. Webster, for an aggregate consideration of
468,533 shares of Common Stock and (b) Encinitas was merged into the Company,
and the outstanding limited partner interests in Encinitas were converted into
an aggregate of 860,699 shares of Common Stock; (iii) La Rosa was merged into
the Company and the outstanding partnership interests in La Rosa converted into
an aggregate of 48,700 shares of Common Stock; and (iv) Carrizo Partners was
merged into the Company and the outstanding partnership interests in Carrizo
Partners converted into an aggregate of 569,068 shares of Common Stock. The
closing of the transactions under Combination Agreement occurred simultaneously
with the closing of the sale of 2,500,000 shares of Common Stock pursuant to
the Company's IPO as described in the Registration Statement.
The current directors of the Company are S.P. Johnson IV,
Frank A. Wojtek, Mr. Webster, Paul B. Loyd, Jr. and Douglas A.P. Hamilton.
Prior to the consummation of the Combination Agreement, the shareholders of the
Company at such time ratified the appointment of each of such directors to the
Board of Directors of the Company by unanimous written consent.
Pursuant to the Company's Incentive Plan, on August 11, 1997,
the Company granted options for 10,000 shares of Common Stock to Mr. Webster.
Such options are exercisable in cumulative annual increments of one-third of
the total number of shares of Common Stock subject thereto, beginning on the
first anniversary of the date of grant, at a purchase price of $11.00 per share
and expire ten years from the date of their issuance. In addition, pursuant to
the Incentive Plan, if Mr. Webster remains a director of the Company and is not
an employee of the Company or a subsidiary of the Company, he will
automatically be granted options for 2,500 shares of Common Stock on the first
business day following the date on which each annual meeting of the Company's
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shareholders is held. Such options are exercisable in cumulative annual
increments of one-third of the total number of shares of Common Stock subject
thereto, beginning on the first anniversary of the date of grant, at a purchase
price per share equal to the fair market value of a share of Common Stock on
the date of grant and expire ten years from the date of their issuance. Mr.
Webster will be deemed to be the beneficial owner of such shares 60 days prior
to the exercisability of the options related to such shares.
The Company's Bylaws restrict the disposition of the 224,506
shares of Common Stock received by Mr. Webster pursuant to the Combination
Agreement (subject to certain limitations) without the prior written consent of
the Company in order to ensure that such dispositions are made pursuant to
registration under the Securities Act or an exemption therefrom. The Lock-up
Agreement restricts the disposition by Mr. Webster of shares of Common Stock
until February 2, 1998 (subject to certain limitations) without the prior
written consent of the underwriters for the Company's IPO.
The Registration Rights Agreement dated as of June 6, 1997
among the Company, Paul B. Loyd, Jr., Mr. Webster, S. P. Johnson IV, Douglas
A.P. Hamilton, Frank A. Wojtek and DAPHAM Partnership L.P. ("Registration
Rights Agreement"), a copy of which has been filed as Exhibit 5 hereto and is
incorporated herein by reference, provides registration rights with respect to
shares of Common Stock that were outstanding prior to the IPO and the issuance
of shares pursuant to the Combination Agreement, as well as shares issued
pursuant to the Combination Agreement or otherwise purchased from the Company
(the "Registrable Securities") (currently approximately 6,267,069 shares of
Common Stock). Shareholders owning not less than 51% of the then-outstanding
shares of Registrable Securities may demand that the Company effect a
registration
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under the Securities Act for the sale of not less than 5% of the shares of
Registrable Securities then outstanding. The holders of the registration
rights also have limited rights to require the Company to include their shares
of Common Stock in connection with registered offerings by the Company. The
Company may generally be required to effect three demand registrations
(provided that no such registration may occur prior to February 11, 1998 (the
date six months after the closing of the IPO)) and three additional demand
registrations for certain offerings registered on SEC Form S-3, subject to
certain conditions and limitations. The registration rights will terminate as
to any holder of Registrable Securities at the later of (i) one year after the
closing of the IPO or (ii) at such time as such holder may sell under Rule 144
in a three-month period all Registrable Securities then held by such holder.
The holders of the registration rights may not exercise their registration
rights with respect to any shares received pursuant to the Combination
Agreement for a period of at least one year following the effective date of the
Registration Statement.
Registration of shares under the Securities Act would result
in such shares becoming freely tradeable without restriction under the
Securities Act (except for shares purchased by affiliates of the Company)
immediately upon the effectiveness of such registration.
The foregoing are summaries of certain provisions of the
Combination Agreement, the Company's Incentive Plan, the Company's Bylaws, the
Lock-up Agreement and the Registration Rights Agreement, copies of which have
been filed as Exhibits 1, 2, 3, 4 and 5, respectively, hereto and are
incorporated by reference herein; and such summaries are qualified by, and
subject to, the more complete information contained in such agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Combination Agreement dated as of June 6, 1997 among
the Company, Production, Encinitas, La Rosa, Carrizo
Partners, Paul B.
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Loyd, Jr., Mr. Webster, S. P. Johnson IV, Douglas A.
P. Hamilton and Frank A. Wojtek (Incorporated by
reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-1 (Registration No.
333-29187)).
Exhibit 2 Incentive Plan of the Company (Incorporated by
reference to Exhibit 10.1 to the Company's
Registration statement on Form S-1 (Registration No.
333-29187)).
Exhibit 3 Amended and Restated Bylaws of the Company
(Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1
(Registration No. 333-29187)).
Exhibit 4 Lock-up Agreement dated July 31, 1997 of Mr. Webster.
Exhibit 5 Registration Rights Agreement by and among the
Company, Paul B. Loyd, Jr., Mr. Webster, S. P.
Johnson IV, Douglas A.P. Hamilton and Frank A. Wojtek
dated as of June 6, 1997 (Incorporated by reference
to Exhibit 10.7 to the Company's Registration
Statement on Form S-1 (Registration No. 333-29187)).
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After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct. Date: August 18, 1997.
/S/ STEVEN A. WEBSTER
-----------------------------
Steven A. Webster
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EXHIBIT INDEX
Exhibit 4 Lock-up Agreement dated July 31, 1997 of Mr. Webster.
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Exhibit 4
July 31, 1997
Carrizo Oil & Gas, Inc.
14811 St. Mary's Lane
Suite 148
Houston, TX 77079
Schroder & Co. Inc.
Jefferies & Company, Inc.
c/o Schroder & Co. Inc.
787 Seventh Avenue
New York, NY 10019
Dear Sirs:
The undersigned understands that Schroder & Co. Inc. and Jefferies &
Company, Inc., as Representatives of the several underwriters (the
"Underwriters"), propose to enter into an Underwriting Agreement with Carrizo
Oil & Gas, Inc. (the "Company"), providing for the public offering (the
"Public Offering") of the Company's common stock, par value $0.01 per share
(the "Common Stock"), pursuant to the Company's Registration Statement on Form
S-1 (Reg. No. 333-29187) (the "Registration Statement").
To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned, during the period commencing on the date of the Underwriting
Agreement and ending 180 days after the date of the final prospectus relating
to the Public Offering:
(i) agrees not to (x) offer, pledge, sell, contract to
sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any shares
of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock (including, without limitation, shares
of Common Stock or securities convertible into or exercisable or
exchangeable for Common Stock which may be deemed to be beneficially
owned by the undersigned in accordance with the rules and regulations
of the Securities and Exchange Commission by virtue of the
undersigned's power to dispose, or direct the disposition of, such
shares or securities) or (y) enter into any swap or other arrangement
that transfers all or a portion of the economic consequences
associated with the ownership of any Common Stock (regardless of
whether any of the transactions described in clause (x) or (y) is to
be settled by the delivery of Common Stock, or such other securities,
in cash or otherwise), without the prior written consent of Schroder &
Co. Inc., provided that the foregoing restrictions shall not apply to
intra-family transfers and transfers for estate planning purposes;
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(ii) agrees not to make any demand for, or exercise any
right with respect to, the registration of any shares of Common Stock
or any securities convertible into or exercisable or exchangeable for
Common Stock, without the prior written consent of Schroder & Co.
Inc.;
(iii) authorizes the Company to cause the transfer agent to
decline to transfer and/or to note stop transfer restrictions on the
transfer books and records of the Company with respect to any shares
of Common Stock and any securities convertible into or exercisable or
exchangeable for Common Stock for which the undersigned is the record
holder and, in the case of any such shares or securities for which the
undersigned is the beneficial but not the record holder by virtue of
the undersigned's power to dispose, or direct the disposition of, such
shares or securities, agrees to use reasonable efforts to cause the
record holder to cause the transfer agent to decline to transfer
and/or to note stop transfer restrictions on such books and records
with respect to such shares or securities.
The undersigned hereby represents and warrants that the undersigned
has full power and authority to enter into the agreements set forth herein, and
that, upon request, the undersigned will execute any additional documents
necessary or desirable in connection with the enforcement hereof. All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the undersigned and any obligations of the undersigned shall be
binding upon the heirs, personal representatives, successors, and assigns of
the undersigned.
Very truly yours,
Steven A. Webster /s/ STEVEN A. WEBSTER
- --------------------------------- -----------------------------------
(Name - Please Type)
1900 West Loop South
Suite 1800
Houston, Texas 77027
(Address)
(Social Security No.)
Number of shares of Common Stock owned: 1,371,016
Certificate Numbers: _________________________
_________________________
Number of shares of Common Stock issuable upon exercise of stock
options:____________
