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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.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
144577 10 3
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(CUSIP Number)
S. P. Johnson IV
Carrizo Oil & Gas, Inc.
14811 St. Mary's Lane, Suite 148
Houston, Texas 77079
(281) 496-1352
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 11, 1997
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(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
S. P. Johnson IV
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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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 783,085 Shares
Shares Bene- _____________________________________________________
ficially (8) Shared Voting Power 0 Shares
Owned by _____________________________________________________
Each Report- (9) Sole Dispositive Power 783,085 Shares
ing Person _____________________________________________________
With (10) Shared Dispositive Power 0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
783,085 Shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
7.8%
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(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 S. P. Johnson IV ("Mr. Johnson"). The
business address of Mr. Johnson is 14811 St. Mary's Lane, Suite 148, Houston,
Texas 77079. Mr. Johnson is a citizen of the United States of America, and his
principal occupation and employment is acting as President and Chief Executive
Officer of the Company. The principal business of the Company is the
exploration, development, exploitation and production of oil and natural gas,
and the address of the Company's principal executive offices is as set forth in
Item 1, Security and Issuer. During the last five years, Mr. Johnson 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. Johnson has acquired 262,085 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., Steven A. 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. Johnson acquired 34,300 shares, 4,870 shares
and 176,840 shares of Common Stock in the mergers of each of Production, La
Rosa and Carrizo Partners with the Company, respectively, in respect of shares
of common stock of Production and the limited partner interests in each limited
partnership held by Mr. Johnson. Mr. Johnson acquired an additional 46,075
shares of Common Stock in the acquisition of Encinitas by the Company in
respect of the limited partner interests of Encinitas held by Mr. Johnson. On
August 11, 1997, the Company granted options for 100,000 shares of Common Stock
to Mr. Johnson pursuant to the Employment Agreement dated June 13, 1997 (the
"Employment Agreement") between the Company and Mr. Johnson and the Company's
Incentive Plan, copies of which have been filed as Exhibit 2 and Exhibit 3
hereto, respectively, and are 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. Johnson 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. Johnson 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. Additionally, it is
possible that Mr. Johnson could seek to acquire additional shares, although he
has no current plans to do so, other than through employee 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.
Johnson 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. Johnson 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 262,085 shares of Common Stock received by Mr.
Johnson 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 4 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. Johnson (the
"Lock-up Agreement"), a copy of which has been filed as Exhibit 5 hereto and is
incorporated herein by reference, delivered pursuant to the Underwriting
Agreement of the Company dated August 5, 1997, Mr. Johnson 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. Johnson 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. Johnson beneficially owns an aggregate of 783,085 shares of Common
Stock (approximately 7.8% 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. Johnson has the sole
power to vote and dispose of the shares of Common Stock beneficially owned by
him. See Item 6, Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer, for a discussion of Mr. Johnson's
options.
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Except as set forth in this Schedule 13D, to the best of his
knowledge, Mr. Johnson 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. Johnson 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 acquired the limited partner
interests in Encinitas held by certain of the Company's directors, including
Mr. Johnson, 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
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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 Mr. Johnson, Frank A. Wojtek,
Steven A. 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 Employment Agreement and the Company's Incentive Plan,
on August 11, 1997, the Company granted options for 100,000 shares of Common
Stock to Mr. Johnson. 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.
Mr. Johnson 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 262,085 shares of
Common Stock received by Mr. Johnson 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. Johnson 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., Steven A. Webster, Mr. Johnson, Douglas A.P.
Hamilton, Frank A. Wojtek and
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DAPHAM Partnership L.P. ("Registration Rights Agreement"), a copy of which has
been filed as Exhibit 6 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 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.
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The foregoing are summaries of certain provisions of the Combination
Agreement, the Employment 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, 5 and 6, 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. Loyd, Jr., Steven A. Webster, Mr.
Johnson, 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 Employment Agreement dated June 13, 1997 between the
Company and Mr. Johnson (Incorporated by reference to
Exhibit 10.2 to the Company's Registration Statement
on Form S-1 (Registration No. 333-29187)).
Exhibit 3 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 4 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 5 Lock-up Agreement dated July 31, 1997 of Mr. Johnson.
Exhibit 6 Registration Rights Agreement by and among the
Company, Paul B. Loyd, Jr., Steven A. Webster, Mr.
Johnson, 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 19, 1997.
/s/ S. P. JOHNSON IV
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S. P. Johnson IV
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EXHIBIT INDEX
Exhibit 5 Lock-up Agreement dated July 31, 1997 of Mr. Johnson.
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Exhibit 5
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,
S.P. Johnson IV /s/ S. P. JOHNSON IV
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(Name - Please Type)
14811 St. Mary's Lane
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Suite 148
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Houston, Texas 77079
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(Address)
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(Social Security No.)
Number of shares of Common Stock owned: 783,085
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Certificate Numbers:
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Number of shares of Common Stock issuable upon exercise of stock options:
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