<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
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)
S. P. Johnson IV
Carrizo Oil & Gas, Inc.
14811 St. Mary's Lane, Suite 148
Houston, Texas 77079
(281) 496-1352
- --------------------------------------------------------------------------------
(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).
-1-
<PAGE> 2
CUSIP NO. 144577 10 3
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
S.P. Johnson IV
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
783,085 Shares
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 Shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
783,085 Shares
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0 Shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
783,085 Shares
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
-2-
<PAGE> 3
INTRODUCTORY NOTE.
This Amendment No. 2 to Schedule 13D is being filed on behalf of S.P.
Johnson IV ("Mr. Johnson"), 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. Johnson on August 21, 1997
and amended by Amendment No. 1 dated October 8, 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 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Johnson beneficially owns an aggregate of 783,085 shares of Common
Stock (approximately 7.5% of the 10,375,000 shares outstanding, (as reported in
the Company's Form 10-Q for the quarter ended September 30, 1997)).
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 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
-3-
<PAGE> 4
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, Mr. Johnson, 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 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. Johnson 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.
-4-
<PAGE> 5
Mr. Johnson 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).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Each of Mr. Johnson, 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") 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 (783,085 shares for Mr. Johnson) 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.
-5-
<PAGE> 6
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 their affiliates to engage in business activities that might be, directly or
indirectly, in competition with the Company.
-6-
<PAGE> 7
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.
In connection with the sale of Preferred Stock, Mr. Johnson's Employment
Agreement dated June 13, 1997 with the Company 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 Mr. Johnson's Employment Agreement.
-7-
<PAGE> 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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).
-8-
<PAGE> 9
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: January 13, 1998.
/S/ S.P. JOHNSON IV
----------------------------------
S. P. Johnson IV
-9-
