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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
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)
Kenneth C. Huff
DAPHAM Partnership, L.P.
462 Broadway, Second Floor
New York, New York 10013
(212) 219-3935
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 12, 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 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
DAPHAM Partnership, L.P.
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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
Delaware
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(7) Sole Voting Power 395,960 Shares
Number of
Shares Bene- --------------------------------------------------------------
ficially (8) Shared Voting Power 0 Shares
Owned by
Each Report- --------------------------------------------------------------
ing Person (9) Sole Dispositive Power 395,960 Shares
With
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Shared Dispositive Power 0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
395,960 Shares
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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)
3.8%
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(14) Type of Reporting Person (See Instructions) PN
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INTRODUCTORY NOTE.
This Amendment No. 1 to Schedule 13D is being filed on behalf
of DAPHAM Partnership, L.P. ("DAPHAM") to amend and 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 DAPHAM on
January 20, 1998 (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 4. PURPOSE OF TRANSACTION
Item 4 to the Schedule 13D is hereby amended and restated in its entirety as
follows:
Mr. Huff acquired an aggregate of 45,734 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 2 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. Huff acquired 15,563 shares and 30,171 shares of Common Stock
in the acquisition of Encinitas and Carrizo Partners, respectively, by the
Company in respect of the limited partner interests of Encinitas and Carrizo
Partners held by Mr. Huff. During October 1998, Mr. Huff disposed of all of such
45,734 shares of Common Stock.
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Mr. Huff, as general partner of DAPHAM, will review on a
continuous basis the 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. Huff, as general partner of
DAPHAM, may in the future take such actions in respect of the 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 shares 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. Huff could seek to acquire
additional shares either as general partner of DAPHAM or for himself, although
he has no current plans to do so. Any acquisition of shares could be effected in
the open market, in privately negotiated transactions, or otherwise. 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. Huff, as general partner of DAPHAM and acting for himself, 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 himself and to DAPHAM, developments with respect to
Mr. Huff's or DAPHAM's business, general economic conditions, the market price
for shares of Common Stock and stock market conditions.
DAPHAM has agreed to certain restrictions on the transfer of
shares of Common Stock deemed beneficially owned by DAPHAM as of January 8, 1998
pursuant to the Shareholders' Agreement dated January 8, 1998 (the
"Shareholders' Agreement") among the Company, S.P.
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Johnson IV, Frank A. Wojtek, Steven A. Webster, Paul B. Loyd, Jr., Douglas A.P.
Hamilton, DAPHAM, 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,
neither DAPHAM nor Mr. Huff has any 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
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as
follows:
DAPHAM beneficially owns an aggregate of 395,960 shares of
Common Stock (approximately 3.8% of the 10,375,000 shares outstanding (as
reported in the Company's Form 10-Q for the quarter ended June 30, 1998)). Mr.
Huff could be deemed to beneficially own such 395,960 shares beneficially owned
by DAPHAM (approximately 4.3% of the 10,375,000 shares outstanding as reported
in the Company's Form 10-Q for the quarter ended June 30, 1998)). The foregoing
does not constitute an admission by Mr. Huff as to the beneficial ownership of
the shares of Common Stock beneficially owned by DAPHAM.
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
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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 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
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 June 30, 1998. DAPHAM
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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. Huff, as general partner of DAPHAM, has sole voting power
with respect to the Common Stock held by DAPHAM, and the sole power to dispose
or direct the disposition of the Common Stock held by DAPHAM (subject to the
Shareholders' Agreement). Mr. Huff 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.
Except as set forth in this Schedule 13D, to the best of his
knowledge, Mr. Huff has not, either as general partner of DAPHAM or acting on
his own behalf, 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
Item 6 to the Schedule 13D is hereby amended and restated in its entirety as
follows:
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 either DAPHAM or Mr. Huff 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
following
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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 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 were 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 were 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 initial public offering ("IPO") as
described in the Registration Statement.
The current directors of the Company are S. P. Johnson IV,
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.
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, Frank A. Wojtek and DAPHAM ("Registration Rights
Agreement"), a copy of which has been filed as Exhibit 4 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
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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.
Each of S.P. Johnson IV, Frank A. Wojtek, Steven A. Webster,
Paul B. Loyd, Jr., Douglas A.P. Hamilton, DAPHAM 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
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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 (395,960 shares for
DAPHAM) 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
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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.
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
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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.
The foregoing are summaries of certain provisions of the
Combination Agreement, the Registration Rights Agreement and the Shareholders'
Agreement, copies of which have been filed as Exhibits 2, 4, and 8,
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 Limited Partnership Agreement of DAPHAM Partnership, L.P.
dated May 16, 1997 (previously filed).
Exhibit 2 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 3 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 4 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 by reference to Exhibit 10.7 to the
Company's Registration Statement on Form S-1 (Registration
No. 333-29187)).
Exhibit 5 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).
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Exhibit 6 Warrant Certificates (incorporated herein by reference to
Exhibit 4.2 to the Company's Form 8-K filed January 9,
1998).
Exhibit 7 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 8 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: November 3, 1998.
DAPHAM PARTNERSHIP, L.P.
/s/ Kenneth C. Huff
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By: Kenneth C. Huff,
its General Partner
