<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____)*
CARRIZO OIL & GAS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
144577 10 3
------------------------------------
(CUSIP Number)
Julia Murray
General Counsel - Finance
Enron Capital & Trade Resources Corp.
1400 Smith Street
Houston, TX 77002
(713) 853-6161
- --------------------------------------------------------------------------------
(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 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).
(Continued on following page(s))
<PAGE> 2
CUSIP NO. 144577 10 3 Page 2 of 17 Pages
SCHEDULE
13D
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Enron Capital & Trade Resources Corp.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
N/A
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
-----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,000,000*
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
-----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,000,000*
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000*
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%**
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
* Represents shares of Common Stock that may be acquired upon the exercise of
certain warrants described herein. Such warrants are not exercisable until
January 8, 1999. Accordingly, in accordance with Rule 13d-3, the reporting
person disclaims beneficial ownership of such shares until such time as the
warrants are exercisable within 60 days.
** Based on information provided by the Issuer as of January 8, 1998.
<PAGE> 3
CUSIP NO. 144577 10 3 Page 3 of 17 Pages
SCHEDULE
13D
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joint Energy Development Investments II Limited Partnership
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
N/A
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 750,000*
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 750,000*
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
750,000*
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
N/A
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7% **
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ------------------------------------------------------------------------------
* Represents shares of Common Stock that may be acquired upon the exercise of
certain warrants described herein. Such warrants are not exercisable until
January 8, 1999. Accordingly, in accordance with Rule 13d-3, the reporting
person disclaims beneficial ownership of such shares until such time as the
warrants are exercisable within 60 days.
** Based on information provided by the Issuer as of January 8, 1998.
<PAGE> 4
CUSIP NO. 144577 10 3 Page 4 of 17 Pages
SCHEDULE
13D
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Enron Corp.
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
N/A
- ------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- ------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,000,000*
----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
----------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,000,000*
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000*
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
N/A
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8% **
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
* Represents shares of Common Stock that may be acquired upon the exercise of
certain warrants described herein. Such warrants are not exercisable until
January 8, 1999. Accordingly, in accordance with Rule 13d-3, the reporting
person disclaims beneficial ownership of such shares until such time as the
warrants are exercisable within 60 days.
** Based on information provided by the Issuer as of January 8, 1998.
<PAGE> 5
STATEMENT ON SCHEDULE 13D
Note: All information herein with respect to Carrizo Oil & Gas, Inc., a Texas
corporation (the "Issuer"), is to the best knowledge and belief of the
Reporting Entities (as defined herein). The Reporting Entities disclaim any
beneficial ownership of the Issuer's common stock, par value $.01 per share
("Common Stock"), until such time as the Warrants described herein are
exercisable within 60 days.
Item 1. Security and Issuer:
This statement relates to the shares of Common Stock of Carrizo Oil &
Gas, Inc. The address of the principal executive office of the Issuer is 14811
St. Mary's Lane, Suite 148, Houston, Texas 77079.
Item 2. Identity and Background:
This statement is being filed by (i) Enron Capital & Trade Resources
Corp., a Delaware corporation ("ECT"), whose principal business is the purchase
of natural gas, gas liquids and power through a variety of contractual
arrangements and marketing these energy products to local distribution
companies, electric utilities, cogenerators and both commercial and industrial
end users, as well as the provision of risk management services, (ii) Joint
Energy Development Investments II Limited Partnership, a Delaware limited
partnership ("JEDI II"), which is engaged primarily in the business of
investing in and managing certain energy related assets, and (iii) Enron Corp.,
an Oregon corporation ("Enron"), which is an integrated natural gas and
electricity company that engages, primarily through subsidiaries, in the
transportation and wholesale marketing of natural gas, the exploration for and
production of natural gas and crude oil, the production, purchase,
transportation and worldwide marketing and trading of natural gas liquids,
crude oil and refined petroleum products, and the purchasing and marketing of
electricity and other energy-related commitments. ECT, JEDI II and Enron are
referred to herein as the "Reporting Entities." ECT is a wholly-owned
subsidiary of Enron. Additional entities that may be deemed to be control
persons of JEDI II are (a) Enron Capital Management II Limited Partnership, a
Delaware limited partnership and the general partner of JEDI II ("ECMLP II"),
whose principal business is to manage oil and gas related investments, (b)
Enron Capital II Corp., a Delaware corporation and the general partner of ECMLP
II ("ECC II"), whose principal business is to manage oil and gas related
investments, and ECT. ECC II is a wholly owned subsidiary of ECT and an
indirect, wholly owned subsidiary of Enron.
The address of the principal business office of ECT, JEDI II, ECMLP
II, ECC II and Enron is 1400 Smith Street, Houston, Texas 77002. Schedule I
attached hereto sets forth certain additional information with respect to each
director and each executive officer of ECT, ECC II and Enron. The filing of
this statement on Schedule 13D shall not be construed as an admission
Page 5 of 17
<PAGE> 6
that Enron, ECMLP II, ECC II or any person listed on Schedule I hereto is, for
the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any
securities covered by this statement.
None of the Reporting Entities, nor to their knowledge, ECMLP II or
ECC II or any person listed on Schedule I hereto, has been, during the last
five years (a) convicted of any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) 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, U.S. federal or state securities laws or finding any violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration:
On January 8, 1998, pursuant to a Stock Purchase Agreement among ECT,
JEDI II and the Issuer (the "Stock Purchase Agreement"), ECT purchased from
the Issuer warrants to purchase an aggregate of 250,000 shares of Common Stock
and 75,000 shares of the Issuer's 9% Series A Preferred Stock, and JEDI II
purchased from the Issuer warrants to purchase 750,000 shares of Common Stock
and 225,000 shares of 9% Series A Preferred Stock The aggregate purchase price
for such securities was $30,000,000 in cash, of which $22,500,000 was paid by
JEDI II and $7,500,000 was paid by ECT. The warrants and 9% Series A Preferred
Stock acquired by JEDI II and ECT from the Issuer are herein referred to as the
"Warrants" and the "Preferred Stock" respectively. See Item 4 for a more
complete description of the Warrants, the Preferred Stock and the transactions
contemplated by the Stock Purchase Agreement.
The source of the funds used for the purchases of the Warrants by ECT
and JEDI II was working capital on hand.
Item 4. Purpose of Transaction:
The acquisitions of Warrants and Preferred Stock described in Item 3
above were the result of negotiated transactions with the Issuer. The Warrants
and Preferred Stock acquired by ECT and JEDI II were acquired for investment
purposes. ECT and JEDI II intend to review their investment in the Issuer on a
continuing basis and, depending upon the price of, and other market conditions
relating to, the Common Stock, subsequent developments affecting the Issuer,
the Issuer's business and prospects, other investment and business
opportunities available to ECT or JEDI II, general stock market and economic
conditions, tax considerations and other factors deemed relevant, may decide to
increase or decrease the size of their investment in the Issuer.
The Stock Purchase Agreement, the Statement of Resolution relating to
the Preferred Stock (the "Statement of Resolution"), the form of Warrant and
the Shareholders' Agreement (as defined below), are each incorporated by
reference as exhibits to this statement on Schedule 13D and
Page 6 of 17
<PAGE> 7
incorporated herein by reference, and the following summaries of the terms of
such agreements or instruments are qualified by reference to the actual
agreements or instruments.
Stock Purchase Agreement. On January 8, 1998, ECT and JEDI II
acquired the Warrants and Preferred Stock described in Item 3, pursuant to the
Stock Purchase Agreement. In addition to providing for the transactions
described in Item 3, the Stock Purchase Agreement provides that, for so long as
ECT, JEDI II and their respective affiliates hold more than 51% of the
Preferred Stock, ECT is generally entitled to designate persons to attend
meetings of the board of directors of the Issuer as observers and to receive
certain written information and reports distributed to the board of directors.
The Stock Purchase Agreement includes provisions that are intended to limit
ECT's and JEDI II's obligations or liability to the Issuer including those that
provide that, to the fullest extent permitted by law, ECT, JEDI II and their
respective affiliates are not restricted from engaging in any business
activity, regardless of whether such activity is in direct or indirect
competition with the Issuer and are not required to offer any business
opportunity to the Issuer.
Warrants. The Warrants are not exercisable until January 8, 1999,
and thereafter may be exercised at an exercise price of $11.50 per share of
Common Stock at any time until their expiration on January 8, 2005. Both the
exercise price and the number of shares of Common Stock purchasable upon
exercise of the Warrants are subject to adjustment in certain circumstances.
The exercise price of the warrants may be paid in cash or shares of Preferred
Stock. The Warrants may also be exercised for Common Stock on a net basis using
an average price for shares of Common Stock specified in the Warrants, or, in
lieu of being exercised for shares of Common Stock, may be surrendered to the
Issuer in exchange for a cash payment equal to the difference between the
exercise price and an average price for shares of Common Stock specified in the
Warrants. Pursuant to the Stock Purchase Agreement, the Warrants may not be
transferred by ECT or JEDI II (other than to their affiliates) until January
8, 2000.
ECT and JEDI II (as well as certain transferees) have rights under the
Stock Purchase Agreement to require the Issuer to register for sale under the
Securities Act of 1933 (the "Securities Act") the shares of Common Stock
issuable upon exercise of the Warrants, at the expense of the Issuer. These
rights include "piggy back" rights to include shares of Common Stock in
Securities Act registrations effected by the Issuer, as well as certain
"demand" registration rights.
Preferred Stock. The Preferred Stock accrues cumulative quarterly
dividends at a rate of $9.00 per annum. Dividends may be paid either in cash
or, until January 15, 2002, in kind, at the annual rate of 0.09 of a share of
Preferred Stock. The Preferred Stock is entitled to an initial liquidation
preference of $104.50 per share, declining to $100 per share as specified in
the Statement of Resolution.
With certain exceptions set forth in the Statement of Resolution and
except as required by law, the holders of Preferred Stock do not have the right
to vote for directors of the Issuer or for
Page 7 of 17
<PAGE> 8
any other purpose. However, the consent of holders of Preferred Stock, voting
as a class, is required for the Issuer to (a) authorize, issue, or increase the
authorized amount of capital stock that ranks senior to or on parity with the
Preferred, (b) effect certain amendments to the Articles of Incorporation that
would affect the Preferred Stock, (c) effect certain mergers or share exchanges
specified in the Statement of Resolution, or (d) dispose of all or
substantially all of the property and assets of the Issuer if such disposition
would adversely affect the rights, preferences, powers, or privileges of the
holders of the Preferred Stock.
The Preferred Stock may be redeemed at the option of the Issuer,
initially at a price of $104.50 per share plus accrued and unpaid dividends,
which redemption price declines as specified in the Statement of Resolution.
The Issuer is required to redeem the Preferred Stock on January 8, 2005 at $100
per share plus accrued and unpaid dividends. The Issuer is also required to
redeem the Preferred Stock upon specified notice by the holders following
certain events ("Optional Redemption Events"), which include: (i) failure to
pay dividends on the Preferred Stock for two dividend periods, (ii) certain
breaches of the terms of the Preferred Stock, (iii) the failure, for two
consecutive fiscal quarters, of the Issuer's quarterly cash flow (as defined in
the Statement of Resolution) to equal or exceed the dividends accrued in the
quarter with respect to the Preferred Stock, (iv) certain defaults by the
Issuer under its obligations on indebtedness for money borrowed, (v) certain
violations of the Shareholders' Agreement, and (vi) certain transactions
involving a sale, lease, exchange or other disposition of all or substantially
all of the assets of the Issuer.
If the Issuer fails to redeem the required number of shares of
Preferred Stock on January 8, 2005 or following the occurrence of an Optional
Redemption Event, the board of directors of the Issuer will be increased by the
number of current directors plus one additional director and the holders of the
Preferred Stock will have the exclusive right voting as a class to elect such
new directors (which would then constitute a majority of the board of
directors); provided, that if the Optional Redemption Event is one referred to
in clauses (v) and (vi) above, then, in lieu of the foregoing increase in the
board of directors, the board of directors of the Issuer will be increased 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 (subject to certain exceptions) divided by (B) 0.73 and (ii) the
current number of directors. These voting rights continue only until such time
as the shares of Preferred Stock required to be redeemed have been redeemed or
necessary funds have been set aside for payment as specified in the Statement
of Resolution.
Shareholders' Agreement. In connection with the transactions
contemplated by the Stock Purchase Agreement, ECT , JEDI II and the Issuer
entered into a Shareholders' Agreement dated January 8, 1998 (the
"Shareholders' Agreement") with S. P. Johnson IV, Frank A. Wojtek, Steven A.
Webster, Paul B. Loyd, Jr., Douglas A.P. Hamilton, DAPHAM Partnership, L.P. and
The Douglas A.P. Hamilton 1997 GRAT (the "Major Shareholders"). According to
representations made by the Major Shareholders in the Shareholders Agreement,
the Major Shareholders collectively owned 6,221,334 shares of Common Stock as
of the date of the Shareholders Agreement. The
Page 8 of 17
<PAGE> 9
Shareholders' Agreement restricts the disposition by the Major Shareholders of
their shares of Common Stock without the consent of ECT (or certain
transferees). The Reporting Entities disclaim any beneficial ownership of the
shares of Common Stock subject to the Shareholders' Agreement.
Under the Shareholders' Agreement, the Major Shareholders have agreed
that they will not (subject to certain limited exceptions), without the consent
of ECT (or certain transferees of the Preferred Stock), transfer, assign,
donate, sell, devise, encumber or in any other manner alienate (collectively,
"Transfer") any portion of the Common Stock beneficially owned by them 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 the
Common Stock held by such shareholder until all shares of Preferred Stock have
been redeemed.
A breach by any Major Shareholder of the foregoing provisions would
constitute an Optional Redemption Event with respect to the Preferred Stock, as
described above under "Preferred Stock."
Other than the transactions described herein, none of the Reporting
Entities, nor to their knowledge, ECMLP II, ECC II or any person listed on
Schedule I hereto, has any plan or proposal that would result in any of the
consequences listed in paragraphs (a) - (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer:
(a) None of the Reporting Entities owns directly any Common Stock.
However, JEDI II owns Warrants exercisable for up to 750,000 shares of Common
Stock and ECT owns Warrants exercisable for up to 250,000 shares of Common
Stock. Such Warrants are not exercisable until January 8, 1999. If such
Warrants were exercised in full by JEDI II and ECT, the shares of Common Stock
issuable upon the exercise of such Warrants would represent approximately 6.6%
and 2.2%, respectively, of the outstanding Common Stock (based on the number of
shares of Common Stock outstanding as of January 8, 1998 as represented by the
Issuer). Enron, ECT, ECMLP II and ECC II may be deemed to beneficially own the
Warrants held by JEDI II. Enron may also be deemed to beneficially own the
Warrants held by ECT. See Item 2. Enron disclaims beneficial ownership of any
Warrants. JEDI II disclaims beneficial ownership of the Warrants issued to
ECT. ECT disclaims beneficial ownership of the Warrants issued to JEDI II.
Page 9 of 17
<PAGE> 10
(b) ECT and Enron may be deemed to share voting and dispositive power
over the Warrants (and the shares of Common Stock issuable thereunder) held
directly by ECT. In addition, Enron, ECT, ECMLP II, ECC II and JEDI II may be
deemed to share voting and dispositive power over the Warrants (and the shares
of Common Stock issuable thereunder) held by JEDI II. See Item 2.
(c) Other than the transactions described herein, none of the
Reporting Entities nor to their knowledge, any of the persons named in Schedule
I hereto, has effected any transactions in the Common Stock during the
preceding sixty days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer:
See the description of the Stock Purchase Agreement, the Warrants, the
Preferred Stock and the Shareholders' Agreement in Item 4 above. JEDI II
borrowed funds to acquire the Preferred Stock pursuant to a Revolving Credit
Agreement with Chase Manhattan Bank and Barclays Bank PLC as agents for certain
other banks.
Item 7. Material to be Filed as Exhibits:
<TABLE>
<S> <C>
Exhibit 1 Statement of Resolution Establishing Series of Shares designated 9% Series A Preferred Stock
(incorporated herein by reference to Exhibit 4.1 to the Issuer's Form 8-K filed January 9,
1998).
Exhibit 2 Warrant Certificates (incorporated herein by reference to Exhibit 4.2 to the Issuer's Form 8-K
filed January 9, 1998).
Exhibit 3 Stock Purchase Agreement dated January 8, 1998 among the Issuer, ECT and JEDI II (incorporated
herein by reference to Exhibit 99.1 to the Issuer's Form 8-K filed January 9, 1998).
Exhibit 4 Shareholders' Agreement dated January 8, 1998 among the Issuer, 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, ECT and JEDI II (incorporated herein by reference to
Exhibit 99.2 to the Issuer's Form 8-K filed January 9, 1998).
Exhibit 5 Joint Filing Agreement
</TABLE>
Page 10 of 17
<PAGE> 11
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Date: March 2, 1998 ENRON CAPITAL & TRADE RESOURCES CORP.
By: /s/ PEGGY B. MENCHACA
----------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Date: March 2, 1998 JOINT ENERGY DEVELOPMENT
INVESTMENTS II LIMITED PARTNERSHIP
By: Enron Capital Management II
Limited Partnership, its general
partner
By: Enron Capital II Corp., its general
partner
By: /s/ PEGGY B. MENCHACA
------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Date: March 2, 1998 ENRON CORP.
By: /s/ PEGGY B. MENCHACA
------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Page 11 of 17
<PAGE> 12
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CAPITAL & TRADE RESOURCES CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
Mark A. Frevert U.S.A. Director; President - ECT
Europe and Managing Director
Mark E. Haedicke U.S.A. Director; Managing Director - Legal
Kevin P. Hannon U.S.A. Director; President and Chief
Operating Officer
Kenneth D. Rice U.S.A. Director; Chairman of the Board, Chief
Executive Officer and Managing
Director; Chairman and Chief
Executive Officer - ECT North
America
Gene E. Humphrey U.S.A. Vice Chairman
Lou L. Pai U.S.A. Managing Director
Amanda K. Martin U.S.A. President - Energy and Finance Services
John B. Echols, Jr. U.S.A. Managing Director and Chief
Accounting Officer
Donald C. Bentley II U.S.A. Senior Vice President
Marty Sunde U.S.A. Senior Vice President
Rebecca C. Carter U.S.A. Vice President and Chief Control
Officer
Robert J. Hermann U.S.A. Vice President and General Tax
Counsel
</TABLE>
Page 12 of 17
<PAGE> 13
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CAPITAL II CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
1400 Smith Street
Houston, TX 77002
James V. Derrick, Jr. U.S.A. Director
Mark A. Frevert U.S.A. Director
Kenneth D. Rice U.S.A. Director; Chairman, Chief Executive
Officer and Managing Director
Gene E. Humphrey U.S.A. President and Managing Director
Andrew S. Fastow U.S.A. Managing Director
Mark E. Haedicke U.S.A. Managing Director and General Counsel
Jeremy M. Blachman U.S.A. Vice President
Richard B. Buy U.S.A. Vice President
Rebecca C. Carter U.S.A. Vice President and Chief Control Officer
William D. Gathmann U.S.A. Vice President, Finance and Treasurer
Robert J. Hermann U.S.A. Vice President and General Tax Counsel
Clifford P. Hickey U.S.A. Vice President
Jordan H. Mintz U.S.A. Vice President, Tax and Tax Counsel
Kristina M. Mordaunt U.S.A. Vice President and Assistant General
Counsel
Julia Heintz Murray U.S.A. Vice President and General Counsel,
Finance
Andrea Vail U.S.A. Vice President
</TABLE>
Page 13 of 17
<PAGE> 14
DIRECTORS AND EXECUTIVE OFFICERS
ENRON CORP.
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Robert A. Belfer U.S.A. Director
767 Fifth Avenue, 46th Fl. Chairman, President and Chief
New York, NY 10153 Executive Officer,
Belco Oil & Gas Corp.
Norman P. Blake, Jr. U.S.A. Director
USF&G Corporation Chairman, United States Fidelity
6225 Smith Ave. LA0300 and Guaranty Company
Baltimore, MD 21209
Ronnie C. Chan U.S.A. Director
Hang Lung Development Chairman of Hang Lung
Company Limited Development Group
28/F, Standard Chartered
Bank Building
4 Des Vouex Road Central
Hong Kong
John H. Duncan U.S.A. Director
5851 San Felipe, Suite 850 Investments
Houston, TX 77057
Joe H. Foy U.S.A. Director
404 Highridge Dr. Retired Senior Partner,
Kerrville, TX 78028 Bracewell & Patterson, L.L.P.
Wendy L. Gramm U.S.A. Director
P. O. Box 39134 Former Chairman, U.S. Commodity
Washington, D.C. 20016 Futures Trading Commission
Ken L. Harrison U.S.A. Director
121 S. W. Salmon Street Vice Chairman of Enron Corp.
Portland, OR 97204
</TABLE>
Page 14 of 17
<PAGE> 15
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Robert K. Jaedicke U.S.A. Director,
Graduate School of Business Professor (Emeritus), Graduate
Stanford University School of Business
Stanford, CA 94305 Stanford University
Charles A. LeMaistre U.S.A. Director
13104 Travis View Loop President (Emeritus), University of
Austin, TX 77030 Texas M. D. Anderson Cancer
Center
Jerome J. Meyer U.S.A. Director
26600 S. W. Parkway Chairman and Chief Executive
Building 63; P. O. Box 1000 Officer, Tektronix, Inc.
Wilsonville, OR 97070-1000
John A. Urquhart U.S.A. Director and Vice Chairman of
John A. Urquhart Assoc. Enron Corp.
111 Beach Road President, John A. Urquhart
Fairfield, CT 06430 Associates
John Wakeham U.K. Director
Pingleston House Former U.K. Secretary of State for
Old Alresford Energy and Leader of the
Hampshire S024 9TB Houses of Commons and Lords
United Kingdom
Charls E. Walker U.S.A. Director
Walker & Walker, LLC. Chairman, Walker & Walker, LLC
10220 River Road, Ste. 105
Potomac, Maryland 20854
Bruce G. Willison U.S.A. Director
4900 Rivergrade Road President and Chief Operating
Irwindale, CA 91706 Officer, Homes Savings of America
Herbert S. Winokur, Jr. U.S.A. Director
Winokur & Associates, Inc. President, Winokur & Associates,
30 East Elm Ct. Inc.
Greenwich, CT 06830
1400 Smith Street
Houston, TX 77002
</TABLE>
Page 15 of 17
<PAGE> 16
<TABLE>
<CAPTION>
Name and Business Address Citizenship Position and Occupation
- ------------------------- ----------- -----------------------
<S> <C> <C>
Kenneth L. Lay U.S.A. Director, Chairman and Chief Executive
Officer
Jeffrey K. Skilling U.S.A. Director, President and Chief Operating
Officer
J. Clifford Baxter U.S.A. Senior Vice President, Corporate
Development
Richard A. Causey U.S.A. Senior Vice President and Chief
Accounting and Information Officer
James V. Derrick, Jr. U.S.A. Senior Vice President and General Counsel
Andrew S. Fastow U.S.A. Senior Vice President, Finance
Stanley C. Horton U.S.A. Chairman and Chief Executive Officer,
Enron Gas Pipeline Group
Rebecca P. Mark U.S.A. Chairman and Chief Executive Officer,
Enron International Inc.
Thomas E. White U.S.A. Chairman, Chief Executive Officer and
President, Enron Ventures Corp.
</TABLE>
Page 16 of 17
<PAGE> 1
Exhibit 5
JOINT FILING AGREEMENT
The undersigned each agree that (i) the Statement on Schedule 13D
relating to the Common Stock, $.01 par value, of Carrizo Oil & Gas, Inc. is
adopted and filed on behalf on each of them, (ii) all future amendments to such
Statement on Schedule 13D will, unless written notice to the contrary is
delivered as described below, be jointly filed on behalf of each of them, and
(iii) the provisions of Rule 13d-1(f)(1) under the Securities Exchange Act of
1934 apply to each of them. This agreement may be terminated with respect to
the obligation to jointly file future amendments to such Statement on Schedule
13D as to any of the undersigned upon such person giving written notice thereof
to each of the other persons signatory hereto, at the principal office thereof.
EXECUTED as of March 2, 1998
ENRON CAPITAL & TRADE RESOURCES CORP.
By: /s/ PEGGY B. MENCHACA
--------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
JOINT ENERGY DEVELOPMENT
INVESTMENTS II LIMITED PARTNERSHIP
By: Enron Capital Management II
Limited Partnership, its general
partner
By: Enron Capital II Corp., its general
partner
By: /s/ PEGGY B. MENCHACA
--------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
ENRON CORP.
By: /s/ PEGGY B. MENCHACA
--------------------------------------
Name: Peggy B. Menchaca
Title: Vice President and Secretary
Page 17 of 17
