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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
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)
Douglas A.P. Hamilton
462 Broadway, Second Floor
New York, New York 10013
(212) 219-3935
________________________________________________________________________________
(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
Douglas A.P. Hamilton
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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
PF
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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 815,268 Shares
Shares Bene- _______________________________________________________________________________________________
ficially (8) Shared Voting Power 0 Shares
Owned by _______________________________________________________________________________________________
Each Report- (9) Sole Dispositive Power 815,268 Shares
ing Person _______________________________________________________________________________________________
With (10) Shared Dispositive Power 0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
815,268
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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)
7.86%
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(14) Type of Reporting Person (See Instructions) IN
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INTRODUCTORY NOTE.
This Amendment No. 3 to Schedule 13D is being filed on behalf
of Douglas A.P. Hamilton ("Mr. Hamilton"), to supplement certain information
set forth in the Schedule 13D relating to securities of Carrizo Oil & Gas,
Inc., a Texas corporation (the "Company"), originally filed by Mr. Hamilton on
August 21, 1997 and amended by Amendment No. 1 dated September 3, 1997 and
Amendment No. 2 dated November 18, 1997 (as so amended, the "Original
Statement"), with respect to the Common Stock, par value $.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 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.
ITEM 4. PURPOSE OF TRANSACTION
In light of recent declines in the trading prices of the
Common Stock, Mr. Hamilton on January 12, 1998 purchased 14,472 shares of
Common Stock on The Nasdaq Stock Market for an aggregate purchase price of
$119,965.50 ($8.29 per share including commissions; $8.23 per share excluding
commissions). Mr. Hamilton expects to sell all of these shares at a price
equal to that at which he purchased such shares of Common Stock as follows: (1)
4,824 shares of Common Stock to the Douglas Hayes Pollock Hamilton 1997 Trust,
which was established for the benefit of Mr. Hamilton's son, Douglas Hayes
Pollock Hamilton; (2) 4,824 shares of Common Stock to the Carrie Elizabeth
Hamilton 1997 Trust, which was established for the benefit of Mr. Hamilton's
daughter, Carrie Elizabeth Hamilton; and (3) 4,824 shares of Common Stock to
the Olivia Jean Hamilton 1997
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Trust, which was established for the benefit of Mr. Hamilton's daughter, Olivia
Jean Hamilton (collectively, the "Trusts"). Dorothy C. Hamilton, Mr.
Hamilton's wife, serves as trustee of each of the Trusts.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Hamilton beneficially owns an aggregate of 815,268 shares
of Common Stock (approximately 7.86% of the 10,375,000 shares outstanding (as
reported in the Company's Form 10-Q for the quarter ended September 30, 1997)).
Mr. Hamilton is the sole beneficiary, for the first five years, of the Douglas
A.P. Hamilton 1997 GRAT (the "GRAT"), which beneficially owns an aggregate of
200,000 shares of Common Stock. Mr. Hamilton is also among the beneficiaries
of a charitable remainder trust that is the limited partner of DAPHAM
Partnership L.P. (the "Partnership"), which beneficially owns 395,960 shares of
Common Stock. Following the expected sale of the 14,472 shares of Common Stock
to the Trusts, Mr. Hamilton may continue to be deemed to be the beneficial
owner of the shares of Common Stock held by the Trusts, as his wife serves as
trustee of the Trusts. Mr. Hamilton disclaims the beneficial ownership of the
Common Stock held by the Trusts.
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 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
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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, Steven A. Webster, Paul
B. Loyd, Jr., Mr. Hamilton, the Partnership, the GRAT, Enron and JEDI II,
pursuant to which certain transfers of Common Stock are restricted. 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 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.
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Hamilton disclaims the beneficial ownership of any Common Stock owned by such
other parties. For a description of the Shareholders' Agreement, see Item 6,
Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Mr. Hamilton has sole voting power with respect to the Common Stock
held by him, and the sole power to dispose or direct the disposition of the
Common Stock held by him (subject to the Shareholders' Agreement). Dorothy C.
Hamilton has the sole voting power and the sole power to dispose or direct the
disposition of the Common Stock held by the Trusts.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Each of S.P. Johnson IV, Frank A. Wojtek, Steven A. Webster,
Paul B. Loyd, Jr., Mr. Hamilton, the Partnership and the 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 portion of the Common Stock deemed
beneficially owned by it (800,796 shares for Mr. Hamilton) 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
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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,
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
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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 14, 1998.
/s/ DOUGLAS A.P. HAMILTON
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Douglas A.P. Hamilton
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