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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)
Frank A. Wojtek
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)
January 8, 1998
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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 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).
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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 PERSONS
Frank A. Wojtek
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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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7 SOLE VOTING POWER
NUMBER OF
1,273,721 Shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 Shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,273,721 Shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0 Shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,273,721 Shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
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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 Frank A. Wojtek ("Mr. Wojtek"). The
business address of Mr. Wojtek is 14811 St. Mary's Lane, Suite 148, Houston,
Texas 77079. Mr. Wojtek is a citizen of the United States of America, and his
principal occupation and employment is acting as Chief Financial Officer, Vice
President, Secretary and Treasurer 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. Wojtek 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. Wojtek acquired 101,471 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 Mr.
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. Wojtek acquired 77,175 shares in the merger of Production with the Company
in respect of shares of common stock of Production held by Mr. Wojtek. Mr.
Wojtek acquired an additional 24,296 shares of Common Stock in the acquisition
of Encinitas by the Company in respect of the limited partner interests of
Encinitas held by Mr. Wojtek. On August 11, 1997, the Company granted options
for 40,000 shares of Common Stock to Mr. Wojtek pursuant to the Employment
Agreement dated June 13, 1997 (the "Employment Agreement") between the Company
and Mr. Wojtek 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.
Mr. Wojtek 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
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markets and general economic and industry conditions. Mr. Wojtek 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. Wojtek 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. Wojtek 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. Wojtek 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 101,471 shares of Common Stock received by Mr.
Wojtek 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 by reference, without the prior written
consent of the Company. Additionally, pursuant to a Lock-up Agreement dated
July 31, 1997 of Mr. Wojtek (the "Lock-up Agreement"), a copy of which has been
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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.
Wojtek 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. Mr. Wojtek has agreed to certain restrictions on the transfer of
shares of Common Stock deemed beneficially owned by him as of January 8, 1998
pursuant to the Shareholders' Agreement dated January 8, 1998 (the
"Shareholders' Agreement") among the Company, S.P. Johnson IV, Mr. 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. ("Enron") and Joint Energy Development Investments II Limited
Partnership ("JEDI II"). See Item 5, Interest in Securities of the Issuer, and
Item 6, Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer, for a discussion of the Shareholders' Agreement
and the restrictions on transfer pursuant to such agreement.
Except as set forth in Item 6, Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer, Mr. Wojtek 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. Wojtek beneficially owns an aggregate of 1,273,721 shares of
Common Stock (approximately 12.3% of the 10,375,000 shares outstanding (as
reported in the Company's Form
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10-Q for the quarter ended September 30, 1997)). See Item 6, Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer, for a discussion of Mr. Wojtek's options.
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 and 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, 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
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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. Wojtek 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. Wojtek 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).
Except as set forth in this Schedule 13D, to the best of his
knowledge, Mr. Wojtek 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. Wojtek 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
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partner of Encinitas. On August 11, 1997, pursuant to the Combination
Agreement, 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. Wojtek, 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, Mr. 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 40,000 shares of Common
Stock to Mr. Wojtek. 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
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a purchase price of $11.00 per share and expire ten years from the date of
their issuance. Mr. Wojtek will be deemed to be the beneficial owner of such
shares 60 days prior to the exercisability of the options related to such
shares.
In connection with the sale of Preferred Stock, the Employment
Agreement was amended to provide that the exercise by the holders of shares of
Preferred Stock of the rights and remedies as provided in the Basic Documents
(as such term is defined in the Stock Purchase Agreement) will not constitute a
"Change in Control" within the meaning of such term in the Employment
Agreement.
The Company's Bylaws restrict the disposition of the 101,471 shares of
Common Stock received by Mr. Wojtek 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. Wojtek 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, S. P. Johnson IV, Douglas A.P.
Hamilton, Mr. Wojtek and 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
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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.
Each of S.P. Johnson IV, Mr. 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") 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,
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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 (1,273,721 shares for Mr. Wojtek) 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
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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 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
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presented for redemption and required to be redeemed have been redeemed or all
necessary funds have been set aside for payment.
The foregoing are summaries of certain provisions of the Combination
Agreement, the Employment Agreement, the Company's Incentive Plan, the
Amendment to the Employment Agreement, the Company's Bylaws, the Lock-up
Agreement, the Registration Rights Agreement and the Shareholders' Agreement,
copies of which have been filed as Exhibits 1, 2, 3, 11, 4, 5, 6 and 10,
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, 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 Employment Agreement dated June 13, 1997 between the
Company and Mr. Wojtek (Incorporated by reference to
Exhibit 10.3 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. Wojtek.
Exhibit 6 Registration Rights Agreement by and among the
Company, Paul B. Loyd, Jr., Steven A. Webster, S. P.
Johnson IV, Douglas A.P. Hamilton and Frank A. Wojtek
dated as of June 6, 1997 (Incorporated
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by reference to Exhibit 10.7 to the Company's
Registration Statement on Form S-1 (Registration No.
333-29187)).
Exhibit 7 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 8 Warrant Certificates (incorporated herein by
reference to Exhibit 4.2 to the Company's Form 8-K
filed January 9, 1998).
Exhibit 9 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 10 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).
Exhibit 11 Form of Amendment to Executive Officer Employment
Agreement (incorporated herein by reference to
Exhibit 99.3 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 16, 1998.
/s/ FRANK A. WOJTEK
---------------------------------
Frank A. Wojtek
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EXHIBIT INDEX
Exhibit 5 Lock-up Agreement dated July 31, 1997 of Mr. Wojtek.
<PAGE> 1
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;
<PAGE> 2
(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,
Frank A. Wojtek /S/ FRANK A. WOJTEK
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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: 1,273,721
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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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