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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
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)
January 8, 1998
________________________________________________________________________________
(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
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(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Steven A. Webster
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [x]
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(3) SEC Use Only
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(4) Source of Funds
OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization
United States of America
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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
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,371,016 Shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[X]
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(13) Percent of Class Represented by Amount in Row (11)
13.2%
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(14) Type of Reporting Person (See Instructions) IN
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INTRODUCTORY NOTE.
This Amendment No. 1 to Schedule 13D is being filed on behalf
of Steven A. Webster ("Mr. Webster"), to supplement certain information set
forth in the Schedule 13D relating to the securities of Carrizo Oil & Gas,
Inc., a Texas corporation (the "Company"), originally filed by Mr. Webster on
August 21, 1997 (the "Original Statement"), with respect to the common stock,
par value $0.01 per share (the "Common Stock"), of the Company. Unless
otherwise indicated, each capitalized term used but not defined herein shall
have the meaning assigned to such term in the Original Statement.
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 13.8% of the
10,375,000 shares outstanding (as reported in the Company's Form 10-Q for the
quarter ended September 30, 1997)). 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 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.
On January 8, 1998, the Company consummated the transactions
contemplated by the Stock Purchase Agreement dated January 8, 1998 (the
"Purchase Agreement") among the Company, Enron Capital & Trade Resources Corp.
("Enron") and Joint Energy Development
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Investments II Limited Partnership ("JEDI II"). Such transactions included (i)
the payment by Enron and JEDI II of an aggregate purchase price of $30,000,000,
(ii) the sale of 75,000 shares of 9% Series A Preferred Stock, par value $.01
per share, of the Company (the "Preferred Stock"), the terms of which are set
forth in the Statement of Resolution Establishing Series of Shares designated
9% Series A Preferred Stock (the "Statement of Resolution"), to Enron and
225,000 shares of Preferred Stock to JEDI II, (iii) the grant of warrants (the
"Warrants") to purchase 250,000 and 750,000 shares of the Common Stock, the
terms of which are set forth in a Warrant Certificate to be issued to each of
Enron and JEDI II, at an exercise price of $11.50 per share to Enron and JEDI
II, respectively, and which are exercisable during the period beginning January
8, 1999 and ending January 8, 2005, and (iv) the execution and delivery of the
Shareholders' Agreement dated January 8, 1998 (the "Shareholders' Agreement")
among the Company, S.P. Johnson IV, Frank A. Wojtek, Mr. Webster, Paul B. Loyd,
Jr., Douglas A.P. Hamilton, DAPHAM Partnership, L.P., the Douglas A.P. Hamilton
1997 GRAT, Enron and JEDI II, pursuant to which certain transfers of Common
Stock are restricted. Cerrito Partners is not a party to the Shareholders'
Agreement, nor are its shares subject to such agreement. The terms of the
Purchase Agreement, the Statement of Resolution, the Warrant Certificates and
the Shareholders' Agreement are described in the Form 8-K filed by the Company
with the Securities and Exchange Commission on January 9, 1998.
The parties to the Shareholders' Agreement may be deemed to
have formed a group pursuant to Rule 13d-5(b)(1) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Nothing
herein shall constitute an affirmance that any such group exists; however, any
such group could be deemed to have beneficial ownership, for purposes of
Sections 13(g) and 13(d) of the Exchange Act, of all equity securities of the
Company beneficially owned by
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such parties. Such parties would, as of January 8, 1998, be deemed to
beneficially own an aggregate of 6,221,334 shares of Common Stock (7,221,334
shares of Common Stock if the Warrants were exercisable within 60 days of the
date hereof), or approximately 60.0% (approximately 63.5% if the Warrants were
exercisable within 60 days of the date hereof), of the total number of shares
reported to be outstanding in the Company's Form 10-Q for the quarter ending
September 30, 1997. Mr. Webster disclaims the beneficial ownership of any
Common Stock owned by such other parties. Cerrito Partners is not a party to
the Shareholders' Agreement and is therefore not a member of any such group.
For a description of the Shareholders' Agreement, see Item 6, Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Mr. Webster has sole voting power with respect to the Common
Stock directly beneficially owned by him, and the sole power to dispose or
direct the disposition of the Common Stock directly beneficially owned by him
(subject to the Shareholders' Agreement).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Each of S.P. Johnson IV, Frank A. Wojtek, Mr. Webster, Paul B.
Loyd, Jr., Douglas A.P. Hamilton, DAPHAM Partnership, L.P. and the Douglas A.P.
Hamilton 1997 GRAT (the "Major Shareholders") have agreed with the Company,
Enron and JEDI II that it shall not (without the consent of Enron or, if Enron,
JEDI II and their respective affiliates do not beneficially own the largest
outstanding amount of Preferred Stock that is then beneficially owned by any
shareholder, then only with the consent of the holders of a majority of the
shares of Preferred Stock) transfer, assign, donate, sell, devise, encumber or
in any other manner alienate (collectively, "Transfer") any
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portion of the Common Stock deemed beneficially owned by it (1,371,016 shares
for Mr. Webster) as of the date of the Shareholders' Agreement, except as
provided below.
Each Major Shareholder may Transfer during each calendar year
beginning January 1, 1998 through and including 2001 up to 20% of the number of
shares of Common Stock held by such Major Shareholder as of the date of the
Shareholders' Agreement and any portion of such shares permitted to be
Transferred in prior calendar years that were not so Transferred. Upon
redemption of shares of Preferred Stock, a proportionate number of shares of
Common Stock held by each Major Shareholder will be released from all transfer
restrictions imposed by the Shareholders' Agreement, which release will be in
addition to the other releases from the transfer restrictions provided therein.
Notwithstanding the foregoing, each Major Shareholder has agreed to retain the
final 20% of his holdings of Common Stock until all shares of Preferred Stock
have been redeemed.
A partition of shares of Common Stock held by a Major
Shareholder between a Major Shareholder and his spouse upon divorce and
Transfers upon a Major Shareholder's death are not Transfers that are
restricted pursuant to the Shareholders' Agreement; provided that the spouse or
transferee, as a condition to the partition or Transfer, agrees in writing to
take such shares of Common Stock subject to the terms of the Shareholders'
Agreement. In addition, Transfers by a Major Shareholder to his Family Group
(as defined herein) are not restricted; provided that the transferee has agreed
in writing to be bound by the terms of the Shareholders' Agreement. "Family
Group" means, for purposes hereof, (i) the spouse of a Major Shareholder or (b)
certain trusts established solely for the benefit of the Major Shareholder, the
Major Shareholder's spouse or any of their respective ancestors or descendants.
Transfers back to a Major Shareholder from his Family Group are permitted.
Pledges of Common Stock are not restricted by the Shareholders' Agreement,
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although attempts to realize upon the value of the pledged Common Stock
constitute Transfers and are therefore subject to the limitations described
above.
In addition, the Major Shareholders consented to certain
transactions contemplated by the Stock Purchase Agreement, including (i) the
adoption of the Statement of Resolution, (ii) the election of directors of the
Board of Directors by the holders of shares of Preferred Stock to the extent
provided in the Statement of Resolution, and (iii) the provisions allowing
Enron, JEDI II and their affiliates to engage in business activities that might
be, directly or indirectly, in competition with the Company.
If one of the Major Shareholders transfers shares of Common
Stock in violation of the Shareholders' Agreement, the holders of the Preferred
Stock have the right to request redemption of the shares of Preferred Stock
held by them from the Company pursuant to the Statement of Resolution. If, and
only if, the Company fails to redeem the shares of Preferred Stock with respect
to which redemption has been requested, the number of directors constituting
the Board of Directors of the Company will be expanded by the number equal to
the difference between (i) the whole number nearest to the quotient of (A) the
number of directors then constituting the Board of Directors (unless such
number is less than two, in which case the number of directors then
constituting the Board of Directors will be deemed to be two) divided by (B)
0.73 and (ii) the number of directors then constituting the Board of Directors,
and the holders of shares of Preferred Stock have the right, voting separately
as a class, to elect the directors to fill such newly created directorships.
These voting rights continue only until such time as the shares of Preferred
Stock presented for redemption and required to be redeemed have been redeemed
or all necessary funds have been set aside for payment.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit 6 Statement of Resolution Establishing Series of Shares designated 9% Series A Preferred Stock
(incorporated herein by reference to Exhibit 4.1 to the Company's Form 8-K filed January 9,
1998).
Exhibit 7 Warrant Certificates (incorporated herein by reference to Exhibit 4.2 to the Company's Form 8-K
filed January 9, 1998).
Exhibit 8 Stock Purchase Agreement dated January 8, 1998 among the Company, Enron Capital & Trade
Resources Corp. and Joint Energy Development Investments II Limited Partnership (incorporated
herein by reference to Exhibit 99.1 to the Company's Form 8-K filed January 9, 1998).
Exhibit 9 Shareholders' Agreement dated January 8, 1998 among the Company, S.P. Johnson IV, Frank A.
Wojtek, Steven A. Webster, Paul B. Loyd, Jr., Douglas A.P. Hamilton, DAPHAM Partnership, L.P.,
The Douglas A.P. Hamilton 1997 GRAT, Enron Capital & Trade Resources Corp. and Joint Energy
Development Investments II Limited Partnership (incorporated herein by reference to Exhibit
99.2 to the Company's Form 8-K filed January 9, 1998).
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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: January 13, 1998.
/s/ STEVEN A. WEBSTER
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Steven A. Webster
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