<PAGE>
--------------------------------
OMB Approval
--------------------------------
OMB Number: 3235-0145
Expires: August 31, 1999
Estimated average burden
hours per respons .........14.90
--------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
CARRIZO OIL & GAS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
144577 10 3
- --------------------------------------------------------------------------------
(CUSIP Number)
Harvey M. Eisenberg, Esq.
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza - 41st Floor
New York, New York 10112
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 15, 1999
- --------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and
is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section
240.13d-7 for other parties to whom copies of this statement 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
Page 1 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
- --------------------------------------------------------------------------------
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
CB Capital Investors, L.P.
13-3986302
- --------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) x
- --------------------------------------------------------------------------------
SEC Use
3. Only
- --------------------------------------------------------------------------------
4. Source of Funds (See Instructions) WC
- --------------------------------------------------------------------------------
Check if Disclosure of Legal Proceedings Is Required
5. Pursuant to Items 2(d) or 2(e)
- --------------------------------------------------------------------------------
Citizenship or Place of
6. Organization Delaware
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
7. Sole Voting Power
5,117,244 shares of Common Stock (2,208,152 of
Number of Shares which are issuable upon exercise of a Warrant)
-----------------------------------------------------------
Beneficially 8. Shared Voting Power
Not applicable
-----------------------------------------------------------
Owned by Each 9. Sole Dispositive Power
5,117,244 shares of Common Stock (2,208,152 of
Reporting Person which are issuable upon exercise of a Warrant)
-----------------------------------------------------------
With 10. Shared Dispositive Power
Not applicable
- --------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,117,244 shares of Common Stock (2,208,152 of which
are issuable upon exercise of a Warrant)
- --------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
- --------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
31.5%
- --------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
PN
- --------------------------------------------------------------------------------
Page 2 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $0.01 per share
(the "Common Stock"), of Carrizo Oil & Gas, Inc. (the "Issuer"). The Issuer's
principal executive offices are located at 14811 St. Mary's Lane, Suite 148,
Houston, Texas 77079.
Item 2. Identity and Background.
This statement is being filed by CB Capital Investors, L.P., a Delaware
limited partnership (hereinafter referred to as "CBCI, L.P."), whose principal
office is located at 380 Madison Avenue, 12th Floor, New York, New York 10017.
The general partner of CBCI, L.P. is CB Capital Investors, Inc., a Delaware
corporation ("CBCI"), whose principal business office is located at the same
address as CBCI, L.P. CBCI is a wholly owned subsidiary of The Chase Manhattan
Bank, a New York corporation, which is a wholly owned subsidiary of The Chase
Manhattan Corporation, a Delaware corporation, both of whose principal business
offices are located at 270 Park Avenue, 5th Floor, New York, New York 10017. The
limited partner of CBCI, L.P. is Chase Capital Partners, a New York general
partnership ("CCP"), whose principal business office is located at the same
address as CBCI, L.P. CCP is also the investment manager of CBCI.
CBCI, L.P. and CBCI are engaged in the venture capital and leveraged
buyout business. The directors of CBCI are Jeffrey C. Walker and Donald J.
Hofmann. The executive officers of CBCI are Jeffrey C. Walker, Chief Executive
Officer; Donald J. Hofmann, President; Mitchell J. Blutt, M.D., Secretary; and
Robert C. Carroll, Assistant Secretary. Each of the individual general partners
of CCP listed below are also officers of CBCI. The address for each of the
directors and executive officers of CBCI, each of whom is a United States
citizen, is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New
York, New York 10017.
CCP is also engaged in the venture capital and leveraged buyout
business. Set forth below are the names of each general partner of CCP who is a
natural person. Each such general partner is a U.S. citizen, whose principal
occupation is general partner of CCP and whose business address (except for Mr.
Soghikian) is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New
York, New York 10017.
John R. Baron
Christopher C. Behrens
Mitchell J. Blutt, M.D.
Arnold L. Chavkin
Michael R. Hannon
Donald J. Hofmann
Stephen P. Murray
John M. B. O'Connor
Brian J. Richmand
Shahan D. Soghikian
Jeffrey C. Walker
Damion E. Wicker, M.D.
Mr. Soghikian's address is c/o Chase Capital Partners, 50 California Street,
Suite 2940, San Francisco, CA 94111.
Jeffrey C. Walker is the managing general partner of CCP. In addition
to the individuals who are general partners, the remaining general partners of
CCP are Chase Capital Corporation, a New York corporation ("Chase Capital"), CCP
Principals, L.P., a Delaware limited partnership ("Principals") and CCP European
Page 3 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
Principals, L.P., a Delaware limited partnership ("European Principals"), each
of whose principal office is located at 380 Madison Avenue, 12th Floor, New
York, New York 10017. Chase Capital is a wholly-owned subsidiary of The Chase
Manhattan Corporation. The general partner of each of Principals and European
Principals is Chase Capital. Chase Capital, Principals and European Principals
are each engaged in the venture capital and leveraged buyout business. Set forth
on Schedule A hereto and incorporated herein by reference are the names,
business addresses and principal occupations or employments of each executive
officer and director of Chase Capital, each of whom is a U.S. citizen.
The Chase Manhattan Bank, ("Chase Bank") is a New York corporation
engaged in the commercial banking business with its principal office located at
270 Park Avenue, New York, New York 10017. Set forth on Schedule B hereto and
incorporated herein by reference are the names, business addresses, principal
occupations or employments and citizenship of each executive officer and
director of Chase Bank.
The Chase Manhattan Corporation ("Chase") is a Delaware corporation
engaged (primarily through subsidiaries) in the commercial banking business with
its principal office located at 270 Park Avenue, New York, New York 10017. Set
forth on Schedule C hereto and incorporated herein by reference are the names,
business addresses, principal occupations and employments of each executive
officer and director of Chase, each of whom is a U.S. citizen.
To CBCI, L.P.'s knowledge, the response to Items 2(d) and (e) of
Schedule 13D is negative with respect to CBCI, L.P. and all persons to whom
information is required hereunder by virtue of CBCI, L.P.'s response to Item 2.
Insofar as the requirements of Items 3-6 inclusive of this Schedule 13D
Statement require that, in addition to CBCI, L.P., the information called for
therein should be given with respect to each of the persons listed in this Item
2, including CBCI, CCP, CCP's individual general partners, Chase Capital, Chase
Capital's executive officers and directors, Principals, and Principals'
controlling partner, European Principals and European Principals' controlling
partner, Chase Bank and Chase Bank's executive officers and directors, Chase and
Chase's executive officers and directors, the information provided in Items 3-6
with respect to CBCI, L.P. should also be considered fully responsive with
respect to the aforementioned persons who have no separate interests in the
Issuer's Common Stock which is required to be reported thereunder. Although the
definition of "beneficial ownership" in Rule 13d-3 under the Securities and
Exchange Act of 1934, as amended (the "Exchange Act"), might also be deemed to
constitute these persons beneficial owners of the Issuer's Common Stock acquired
by CBCI, L.P., neither the filing of this statement nor any of its contents
shall be deemed an admission that any of such persons is a beneficial owner of
the Issuer's Common Stock acquired by CBCI, L.P. or a member of a group together
with CBCI, L.P. either for the purpose of Schedule 13D of the Exchange Act or
for any other purpose with respect to the Issuer's Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
Transactions Involving the Issuer
On December 15, 1999, CBCI, L.P. purchased 2,909,092 shares of the
Issuer's Common Stock, a Warrant to purchase 2,208,152 shares of the Issuer's
Common Stock and the Issuer's 9% Senior Subordinated Notes due on December 15,
2007 in the aggregate principal amount of $17,600,001, pursuant to a Securities
Purchase Agreement and a Warrant Agreement, each dated as of December 15, 1999,
for an aggregate purchase price of $24,000,003.
Page 4 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
Source of Funds
The funds provided by CBCI, L.P. for the purchase of the Issuer's
Common Stock, Warrant and 9% Senior Subordinated Notes were obtained from CBCI,
L.P.'s contributed capital, which includes funds that are held available for
such purpose.
Item 4. Purpose of Transaction
As more fully described in Item 6, pursuant to a Securities Purchase
Agreement (the "Purchase Agreement") and a Warrant Agreement (the "Warrant
Agreement", and collectively with the Purchase Agreement, the "Transaction
Documents"), each dated as of December 15, 1999 among the Issuer, CBCI, L.P.,
Mellon Ventures, L.P. and certain directors of the Issuer (collectively, the
"Investors"), CBCI, L.P. acquired 2,909,092 shares of the Issuer's Common Stock,
a Warrant to purchase 2,208,152 shares of the Issuer's Common Stock and the
Issuer's 9% Senior Subordinated Notes due on December 15, 2007 in the aggregate
principal amount of $17,600,001, for an aggregate purchase price of $24,000,003.
Pursuant to the Shareholders Agreement among the Issuer, the Investors
and certain Original Founder Shareholders (the "Shareholders Agreement"),
identified as Exhibit A hereto and incorporated herein by reference, the parties
have agreed: (i) for so long as CBCI, L.P. owns at least 15% of the fully
diluted Common Stock of the Issuer, to vote their shares of Common Stock to
elect two nominees of CBCI, L.P. to the board of directors of the Issuer (the
"Board"); (2) for so long as CBCI, L.P. owns at least 7.5% of the fully diluted
Common Stock of the Issuer, to vote their shares of Common Stock to elect one
nominee of CBCI, L.P. to the Board; (3) after the fifth anniversary of the
execution of the Shareholders Agreement and for so long as CBCI, L.P. owns at
least 15% of the fully diluted Common Stock of the Issuer and certain events
have not occurred, to vote their shares of Common Stock to elect two additional
nominees of CBCI, L.P. to the Board; and (4) upon an increase in the size of the
Board absent certain delineated circumstances, to vote their shares to elect
that number of CBCI, L.P. nominated directors necessary to maintain a certain
ratio of CBCI, L.P. nominated directors to the total number of directors on the
Board. Additionally, the Issuer is obligated to maintain at least three
committees of the Board and CBCI, L.P. is entitled to designate a director
nominated by CBCI, L.P. to be a member of each committee.
Pursuant to the Shareholders Agreement, Messrs. Christopher Behrens and
Arnold Chavkin were appointed to the Issuer's Board of Directors. Messrs.
Behrens and Chavkin are both general partners of CCP and Vice Presidents of
CBCI.
The acquisition of the Issuer's securities has been made by CBCI, L.P.
for investment purposes. Although CBCI, L.P. has no present intention to do so,
CBCI, L.P. may make additional purchases of the Issuer's securities either in
the open market or in privately negotiated transactions, including transactions
with the Issuer, depending on an evaluation of the Issuer's business prospects
and financial condition, the market for the securities, other available
investment opportunities, money and stock market conditions and other future
developments. Depending on these factors, CBCI, L.P. may decide to sell all or
part of its holdings of the Notes, the Common Stock and the Warrant in one or
more public or private transactions.
Except as set forth in this Item 4, CBCI, L.P. has no present plans or
proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4. However, CBCI, L.P. reserves the right to
propose or participate in future transactions which may result in one or more of
such actions, including but not limited to, an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, a sale or transfer
of a material amount of assets of the Issuer or its subsidiaries, or other
transactions which might have the effect of causing the Issuer's Common
Page 5 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
Stock to cease to be listed on the NASDAQ or causing the Issuer's Common Stock
to become eligible for termination of registration, under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Item 5. Interest in Securities of the Issuer.
CBCI, L.P. may be deemed the beneficial owner of 5,117,244 shares of
the Issuer's Common Stock. CBCI, L.P.'s deemed beneficial ownership represents
31.5% of the Issuer's Common Stock as of December 15, 1999. CBCI, L.P. has sole
voting power and dispositive power with respect to its shares of the Issuer's
Common Stock.
Except as reported in Item 6 below and incorporated herein by
reference, there have been no transactions in the Common Stock during the past
sixty days which are required to be reported herein. No person other than CBCI,
L.P. has the right to receive or the power to direct the receipt of dividends
from or the proceeds from the sale of the Common Stock owned beneficially by
CBCI, L.P.
In connection with the transaction reported hereunder, CBCI, L.P.
entered into certain agreements with the Issuer as well as with other Investors
and Founding Shareholders. The terms of these agreements provide generally that
CBCI, L.P., the other Investors and certain Founding Shareholders agree to
certain restrictions on the transferability of the Common Stock held by such
parties and that the Issuer agrees with CBCI, L.P., the other Investors and
certain Founding Shareholders to provide certain registration rights under the
Securities Act of 1933, as amended. Prior to the reported transaction, CBCI,
L.P. had no contractual or other relationship with the other Investors, the
Founding Shareholders or others with respect to beneficial ownership of the
Issuer's Common Stock.
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(d) and 13(g) of the
Exchange Act, of all equity securities of the Company beneficially owned by such
parties. Such parties would be deemed to beneficially own an aggregate of
12,689,556 shares of the Issuer's Common Stock, or approximately 75.1% of the
total number of outstanding shares of the Issuer's Common Stock.
CBCI, L.P. disclaims the beneficial ownership of any of the Issuer's
securities owned by any other party, including the parties to the Shareholders
Agreement. CBCI, L.P. disclaims that it is a member of a group with any other
persons either for purposes of this Schedule 13D or for any other purpose
related to its beneficial ownership of the Issuer's securities.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer
Reference is made to the information disclosed under Items 3 and 4 of
this Schedule 13D which is incorporated by reference in response to this Item 6.
In addition to such information, the following contracts, arrangements,
understandings or relationships are reported hereunder.
The Purchase Agreement, identified as Exhibit B hereto and incorporated
herein by reference and the Shareholders Agreement prohibit the Investors from
transferring their securities to any competitor of the Issuer. The Purchase
Agreement provides that the Investors shall have access to certain of the
records of the Issuer and that the Issuer shall furnish certain of its financial
reports to each of the Investors. The Issuer covenants that it shall, among
other things and subject to certain exceptions, pay its taxes, preserve its
corporate existence, maintain and preserve its properties and inform the
Investors of the creation or acquisition of any direct or indirect subsidiaries.
The Issuer also covenants that it shall not, among other things, permit to exist
any indebtedness, liens or investments other than that expressly allowed for in
the Purchase Agreement, change the nature of its business, merge or consolidate
with any other Person, sell or acquire all or substantially all of the assets of
the Issuer or other Person, pay dividends, make distributions or make capital
Page 6 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
expenditures other than those expressly allowed for in the Purchase Agreement,
engage in transactions with any of its Affiliates other than certain delineated
exceptions, or fail to meet certain delineated financial performance
requirements.
The Warrant Agreement dated as of December 15, 1999 among the Issuer
and the Investors and Warrant No. 6 dated as of December 15 by the Issuer to
CBCI, L.P., identified as Exhibits C and D hereto respectively and incorporated
herein by reference, grant CBCI, L.P. the right to purchase up to 2,208,152
shares of Common Stock, subject to certain adjustments. The Warrant is
immediately exercisable at the exercise price of $2.20 per share (subject to
certain adjustments) and will expire on December 15, 2007.
The Shareholders Agreement grants the certain Investors preemptive
rights with respect to any future offering or issuance of securities. The
Shareholders Agreement also grants certain investors the right to participate in
certain sales or transfers of shares held by the Founding Shareholders.
The Issuer and the Investors entered into a Registration Rights
Agreement, identified as Exhibit E hereto and incorporated herein by reference,
which grants the Investors certain rights with respect to registration under the
Securities Act of 1933, as amended. Under the terms of the Registration Rights
Agreement, a majority of the Investors may demand that the Issuer register
shares held by the Investors and a majority of the Investors may require the
Issuer to file a shelf registration statement, which statement shall qualify as
a demand registration of the Investors. The Registration Rights Agreement also
grants "piggy-back" rights to the Investors to participate in certain
registration statements filed by the Issuer.
Item 7. Material to be Filed as Exhibits
Exhibit A * Shareholders Agreement dated as of December 15, 1999, among
Carrizo Oil & Gas, Inc., CB Capital Investors, L.P., Mellon
Ventures, L.P., S. P. Johnson, IV, Frank A. Wojtek, Douglas A.
P. Hamilton, Paul B. Loyd, Jr., Steven A. Webster and DAPHAM
Partnership, L.P.
Exhibit B * Securities Purchase Agreement dated as of December 15, 1999,
among Carrizo Oil & Gas, Inc., CB Capital Investors, L.P.,
Mellon Ventures, L.P., Douglas A. P. Hamilton, Paul B. Loyd,
Jr. and Steven A. Webster.
Exhibit C * Warrant Agreement dated as of December 15, 1999, among Carrizo
Oil & Gas, Inc., CB Capital Investors, L.P., Mellon Ventures,
L.P., Douglas A. P. Hamilton, Paul B. Loyd, Jr. and Steven A.
Webster.
Exhibit D Warrant No. 6, dated as of December 15, 1999, issued by
Carrizo Oil & Gas, Inc. to CB Capital Investors, L.P.
Exhibit E * Registration Rights Agreement dated as of December 15, 1999,
among Carrizo Oil & Gas, Inc., CB Capital Investors, L.P. and
Mellon Ventures, L.P.
* Incorporated herein by reference to the Issuer's Form 8-K filed on December
22, 1999.
SCHEDULE A
Item 2 information for executive officers and directors of Chase Capital
Corporation.
Page 7 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
SCHEDULE B
Item 2 information for executive officers and directors of The Chase Manhattan
Bank.
SCHEDULE C
Item 2 information for executive officers and directors of The Chase Manhattan
Corporation.
Page 8 of 16
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CB CAPITAL INVESTORS, L.P.
By: CB Capital Investors, Inc., Its General
Partner
By:/s/ Christopher C. Behrens
--------------------------------------------
Name: Christopher C. Behrens
Title: General Partner
December 23, 1999
- ---------------------------
Date
Page 9 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
SCHEDULE A
CHASE CAPITAL CORPORATION
-------------------------
Executive Officers
------------------
Chairman & Chief Executive Officer William B. Harrison, Jr.*
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meridith*
Assistant Secretary Robert C. Carroll*
Assistant Secretary Anthony J. Horan*
Assistant Secretary Denise G. Connors*
Directors
---------
William B. Harrison, Jr.*
Jeffrey C. Walker**
- ------------------------
* Principal occupation is employee and/or officer of Chase. Business address is
c/o The Chase Manhattan Corporation, 270 Park Avenue, New York, New York 10017.
** Principal occupation is employee of Chase and/or general partner of Chase
Capital Partners. Business address is c/o Chase Capital Partners, 380 Madison
Avenue, 12th Floor, New York, NY 10017.
Page 10 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
SCHEDULE B
THE CHASE MANHATTAN BANK
------------------------
Executive Officers*
-------------------
Walter V. Shipley, Chairman of the Board
Thomas G. Labrecque, President
William B. Harrison, Jr., Vice Chairman of the Board
Donald L. Boudreau, Vice Chairman of the Board
Marc Shapiro, Vice Chairman of the Board
Joseph G. Sponholz, Vice Chairman of the Board
John J. Farrell, Director, Human Resources
Frederick W. Hill, Director Corporate Marketing and Communication
William H. McDavid, General Counsel
Directors**
-----------
Principal Occupation or Employment;
Name Business or Residence Address
---- -----------------------------
Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
8601 John Deere Road
Moline, IL 61265
- -------------------------------------------------------------------------------
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, NY 10019
- -------------------------------------------------------------------------------
Susan V. Berresford President
The Ford Foundation
320 East 43rd Street
New York, NY 10017
- -------------------------------------------------------------------------------
M. Anthony Burns Chairman, President and CEO
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, FL 33166
- ------------------------
* Principal occupation is executive officer and/or employee of The
Chase Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park
Avenue, New York, New York 10017. Each executive officer of Chase is a U.S.
citizen.
** Each of the persons named below is a citizen of the United States of
America.
Page 11 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
H. Laurance Fuller Chairman of the Board and
Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, IL 60601
- -------------------------------------------------------------------------------
Melvin R. Goodes Chairman of the Board and Chief Executive
Officer
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
- -------------------------------------------------------------------------------
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
8260 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, VA 22031
- -------------------------------------------------------------------------------
George V. Grune Chairman of the Board and Chief Executive
Officer
The Reader's Digest Association, Inc.
Chairman of the Board
The DeWitt Wallace-Reader's Digest Fund
Lila Wallace-Reader's Digest Fund
Reader's Digest Road
Pleasantville, NY 10570
- -------------------------------------------------------------------------------
William B. Harrison, Jr. Vice Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
- -------------------------------------------------------------------------------
Harold S. Hook Retired Chairman of the Board
American General Corporation
2929 Allen Parkway
Houston, TX 77019
- -------------------------------------------------------------------------------
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72 New York, NY
10022
- -------------------------------------------------------------------------------
Thomas G. Labrecque President
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
- -------------------------------------------------------------------------------
Henry B. Schacht Retired Chairman of the Board and
Chief Executive Officer
Lucent Technologies, Inc.
600 Mountain Avenue - Room 6A511 Murray Hill,
NJ 07974
- -------------------------------------------------------------------------------
Walter V. Shipley Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Page 12 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
- -------------------------------------------------------------------------------
Andrew C. Sigler Retired Chairman of the Board
and Chief Executive Officer
Champion International Corporation
1 Champion Plaza
Stamford, CT 06921
- -------------------------------------------------------------------------------
John R. Stafford Chairman, President and Chief
Executive Officer
American Home Products Corporation
Five Giralda Farms
Madison, NJ 07940
- -------------------------------------------------------------------------------
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
- -------------------------------------------------------------------------------
Page 13 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
SCHEDULE C
THE CHASE MANHATTAN CORPORATION
-------------------------------
Executive Officers*
-------------------
Walter V. Shipley, Chairman of the Board
William B. Harrison, Jr., President and Chief Executive Officer
Donald L. Boudreau, Vice Chairman
James B. Lee, Jr., Vice Chairman
Denis J. O'Leary, Executive Vice President
Marc J. Shapiro, Vice Chairman
Joseph G. Sponholz, Vice Chairman
John J. Farrell, Director, Human Resources
Frederick W. Hill, Director Corporate Marketing and Communication
William H. McDavid, General Counsel
Directors**
-----------
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
8601 John Deere Road
Moline, IL 61265
- -----------------------------------------------------------------------------
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
- -----------------------------------------------------------------------------
Susan V. Berresford President
The Ford Foundation
320 E. 43rd Street
New York, New York 10017
- -----------------------------------------------------------------------------
M. Anthony Burns Chairman of the Board, President and
Chief Executive Officer
Ryder System, Inc.
2800 N.W. 82nd Avenue
Miami, Florida 33166
- -----------------------------------------------------------------------------
- ------------------------
* Principal occupation is executive officer and/or employee of The
Chase Manhattan Bank. Business address is c/o The Chase Manhattan Bank,
270 Park Avenue, New York, New York 10017. Each executive officer of
Chase is a U.S. citizen.
** Each of the persons named below is a citizen of the United States of
America.
Page 14 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
H. Laurence Fuller Co-Chairman of the Board and
Chief Executive Officer
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
- -----------------------------------------------------------------------------
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
9860 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
- -----------------------------------------------------------------------------
William B. Harrison, Jr. President and Chief Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, New York 10017-2070
- -----------------------------------------------------------------------------
Harold S. Hook Retired Chairman and Chief Executive
Officer
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
- -----------------------------------------------------------------------------
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue - Room 29-72
New York, New York 10022
- -----------------------------------------------------------------------------
Thomas G. Labrecque Retired President and Chief Operating
Officer
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
- -----------------------------------------------------------------------------
Henry B. Schacht Director and Senior Advisor
E.M. Warburg, Pincus & Co., LLC
466 Lexington Avenue, 10th Floor
New York, New York 10017
- -----------------------------------------------------------------------------
Walter V. Shipley Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
- -----------------------------------------------------------------------------
Andrew C. Sigler Retired Chairman of the Board and
Chief Executive Officer
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
- -----------------------------------------------------------------------------
John R. Stafford Chairman, President and
Chief Executive Officer
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
- -----------------------------------------------------------------------------
Page 15 of 16
<PAGE>
Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
- -----------------------------------------------------------------------------
Page 16 of 16
<PAGE>
EXHBIT D
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ADDITIONALLY, THE
TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE
SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 15, 1999, AMONG THE ISSUER
HEREOF AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF THESE
SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, THE ISSUER HEREOF
HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS
LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE
HOLDER HEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT
TO A SHAREHOLDERs AGREEMENT DATED AS OF DECEMBER 15 1999, AMONG THE ISSUER OF
SUCH SECURITIES (THE "COMPANY") AND CERTAIN OF THE COMPANY'S SHAREHOLDERs. THE
TERMS OF SUCH SHAREHOLDERs AGREEMENT INCLUDE, AMONG OTHER THINGS, VOTING
AGREEMENTS AND RESTRICTIONS ON TRANSFERS. COPIES OF THE SECURITIES PURCHASE
AGREEMENT AND THE SHAREholders AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE
COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.
CARRIZO OIL & GAS, INC.
No. W-6 Warrant to Purchase
2,208,152 Shares
of Common Stock
December 15, 1999
Common Stock Purchase Warrant
-----------------------------
THIS CERTIFIES that, for value received, CB Capital Investors, L.P.
(the "Holder"), or assigns, is entitled to purchase from Carrizo Oil & Gas,
Inc., a Texas corporation (the "Company"), 2,208,152 shares of the Common Stock,
$.01 par value (the "Common Stock"), of the Company, at the price (the "Exercise
Price") of $2.20 per share, at any time or from time to time during the period
commencing on the date hereof and ending at 5:00 P.M. Eastern time, on December
15, 2007 (the "Expiration Time").
This Warrant has been issued pursuant to the Warrant Agreement (as
amended or supplemented from time to time, the "Warrant Agreement") dated as of
December 15, 1999,
<PAGE>
between the Company and the Initial Holders named therein, and is subject to the
terms and conditions, and the Holder is entitled to the benefits, thereof,
including without limitation provisions (i) for adjusting the number of Warrant
Shares issuable upon the exercise hereof and the Exercise Price to be paid upon
such exercise and (ii) providing certain other rights. A copy of the Warrant
Agreement is on file and may be inspected at the principal executive office of
the Company. The Holder of this certificate, by acceptance of this certificate,
agrees to be bound by the provisions of the Warrant Agreement. Capitalized terms
used but not defined herein shall have the meanings given to them in the Warrant
Agreement.
SECTION 1. Exercise of Warrant. On any Business Day prior to the
Expiration Time, the Holder may exercise this Warrant, in whole or in part, by
delivering to the Company this Warrant accompanied by a properly completed
Exercise Form in the form of Annex A and a check in an aggregate amount equal to
the product obtained by multiplying (a) the Exercise Price by (b) the number of
Warrant Shares being purchased. Any partial exercise of a Warrant shall be for a
whole number of Warrant Shares only.
SECTION 2. Exercise Price. The Exercise Price is subject to adjustment
from time to time as provided in the Warrant Agreement.
SECTION 3. Exchange of Warrant. On any Business Day prior to the
Expiration Date, the Holder may exchange this Warrant, in whole or in part, for
Warrant Shares by delivering to the Company this Warrant accompanied by a
properly completed Exchange Form in the form of Annex B. The number of shares of
Common Stock to be received by the Holder upon such exchange shall be determined
as provided in Section 4.2 of the Warrant Agreement.
SECTION 4. Transfer. Subject to the limitations set forth in the
Warrant Agreement, this Warrant may be transferred by the Holder by delivery to
the Company of this Warrant accompanied by a properly completed Assignment Form
in the form of Annex C.
SECTION 5. Lost, Stolen, Mutilated or Destroyed Warrant. If this
Warrant is lost, stolen, mutilated or destroyed, the Company will issue a new
Warrant of like denomination and tenor upon compliance with the provisions set
forth in the Warrant Agreement.
SECTION 6. No Shareholder Rights. This Warrant shall not entitle the
holder hereof to any voting rights or, except as otherwise provided in the
Warrant Agreement, other rights of a shareholder of the Company, as such.
SECTION 7. Successors. All of the provisions of this Warrant by or for
the benefit of the Company or the Holder shall bind and inure to the benefit of
their respective successors and assigns.
SECTION 8. Headings. Section headings in this Warrant have been
inserted for convenience of reference only and shall not affect the construction
of, or be taken into consideration in interpreting, this Warrant.
<PAGE>
SECTION 9. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS EXCEPT TO THE EXTENT THAT THE NEW YORK
CONFLICTS OF LAWS PRINCIPLES WOULD APPLY THE APPLICABLE LAWS OF THE STATE OF
TEXAS TO INTERNAL MATTERS RELATING TO CORPORATIONS ORGANIZED THEREUNDER).
<PAGE>
EXHIBIT D
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officers and this Warrant to be dated as of the date
first set forth above.
CARRIZO OIL & GAS, INC.
By: /s/ S.P. Johnson, IV
---------------------------------
S.P. Johnson, IV
Chief Executive Officer and President
ATTEST:
By:
----------------------------------
Frank Wojtek
Chief Financial Officer and Vice President
<PAGE>
ANNEX A
EXERCISE FORM
[To be signed upon exercise of Warrant]
TO CARRIZO OIL & GAS, INC.
The undersigned, being the Holder of the within Warrant, hereby elects
to exercise the purchase right represented by such Warrant for, and to purchase
thereunder _________ shares of, the Common Stock of CARRIZO OIL & GAS, INC. (the
"Company") and requests that the certificates for such shares be issued in the
name of, and be delivered to, _____________________________, whose address is
__________________________________ ______________________________.
The undersigned warrants to the Company that the undersigned (a) is not
acquiring the Warrant Shares with a view to transfer such Warrant Shares in
violation of the Securities Act of 1933, as amended (the "Securities Act"), (b)
acknowledges that the issuance of the Warrant Shares has not been registered
under the Securities Act and the Warrant Shares may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption therefrom is
available and (c) is an "accredited investor" within the meaning of Regulation D
under the Securities Act.
The foregoing exercise is (check one):
______ Irrevocable
______ conditioned upon the consummation of the transaction described
briefly below:
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
Dated:
------------------------------
(Signature)
------------------------------
(Address)
<PAGE>
ANNEX B
EXCHANGE FORM
[To be signed upon exercise of Warrant]
TO CARRIZO OIL & GAS, INC.
The undersigned, being the Holder of the within Warrant, hereby
irrevocably elects to exchange, pursuant to Section 4.2 of the Warrant Agreement
referred to in such Warrant, the portion of such Warrant representing the right
to purchase _________ shares of Common Stock of CARRIZO OIL & GAS, INC. (the
"Company"). The undersigned hereby requests that the certificates for the number
of shares of Common Stock issuable in such exchange pursuant to such Section 4.2
be issued in the name of, and be delivered to, _____________, whose address is
________________________________________.
The undersigned warrants to the Company that the undersigned (a) is not
acquiring the Warrant Shares with a view to transfer such Warrant Shares in
violation of the Securities Act of 1933, as amended (the "Securities Act"), (b)
acknowledges that the issuance of the Warrant Shares has not been registered
under the Securities Act and the Warrant Shares may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption therefrom is
available and (c) is an "accredited investor" within the meaning of Regulation D
under the Securities Act.
The foregoing exchange is (check one):
irrevocable
- ------
conditioned upon the consummation of the transaction described
briefly below:
- ------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
Dated:
------------------------------
(Signature)
------------------------------
(Address)
<PAGE>
EXHIBIT D
ANNEX C
ASSIGNMENT FORM
[To be signed only upon transfer of Warrant]
For value received, the undersigned hereby sells, assigns and transfers
unto _________________________, all of the rights represented by the within
Warrant to purchase shares of Common Stock of CARRIZO OIL & GAS, INC. (the
"Company"), to which such Warrant relates, and appoints ________________________
Attorney to transfer such Warrant on the books of the Company, with full power
of substitution in the premises.
Dated:
--------------------------------
(Signature)
--------------------------------
(Address)
