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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 3)
Under the Securities Exchange Act of 1934*
Carrizo Oil & Gas, Inc.
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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)
S.P. Johnson IV
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)
December 15, 1999
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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 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 Rule 13d-7 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
<TABLE>
<S> <C> <C> <C>
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(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
S.P. Johnson IV
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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
00
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization
United States of America
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Number of (7) Sole Voting Power
Shares 839,752 Shares (66,667 of which are issuable upon the exercise of
certain options)
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Beneficially (8) Shared Voting Power
Owned by 0 Shares
Each -----------------------------------------------------------------------------------
(9) Sole Dispositive Power
839,752 Shares (66,667 of which are issuable upon the exercise of
certain options)
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Reporting (10) Shared Dispositive Power
Person with 0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
839,752 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)
6.0%
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(14) Type of Reporting Person (See Instructions) IN
</TABLE>
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INTRODUCTORY NOTE.
This Amendment No. 3 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 and Amendment No. 2 dated
January 8, 1998 (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 4. PURPOSE OF TRANSACTION
During the week of December 17, 1999, Mr. Johnson made a
charitable gift of an aggregate of 10,000 shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Johnson beneficially owns an aggregate of 839,752 shares
of Common Stock (approximately 6.0% of the 14,078,031 shares deemed to be
outstanding as of December 15, 1999 (consisting of 14,011,364 shares of Common
Stock and 66,667 options that are exercisable within 60 days, but not including
33,333 other options held by Mr. Johnson)).
On December 15, 1999 the Company consummated the transactions
(the "Financing") contemplated by a Securities Purchase Agreement dated December
15, 1999 (the "Securities Purchase Agreement") among the Company, CB Capital
Investors, L.P. ("Chase"), Mellon Ventures, L.P. ("Mellon"), Paul B. Loyd, Jr.,
Douglas A.P. Hamilton and Steven A. Webster (excluding the Company, the
"Investors"). Such transactions included (i) the payment by the Investors of an
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aggregate purchase price of $30,000,000, (ii) the sale of an aggregate of
$22,000,000 principal amount of 9% Senior Subordinated Notes due 2007 (the
"Notes") to the Investors, (iii) the sale of an aggregate of 3,636,364 shares of
the Company's Common Stock for $2.20 per share to the Investors, (iv) the sale
of warrants (the "Warrants") to purchase up to 2,760,189 shares of the Company's
Common Stock (the "Warrant Shares") at the exercise price of $2.20 per share,
subject to adjustments, to the Investors, (v) the execution of the Shareholders
Agreement dated December 15, 1999 (the "Shareholders Agreement") among the
Company, Chase, Mellon, Paul B. Loyd, Jr., Douglas A.P. Hamilton, Steven A.
Webster, S.P. Johnson IV, Frank A. Wojtek and DAPHAM Partnership, L.P., (vi) the
execution and delivery of the Warrant Agreement dated December 15, 1999 (the
"Warrant Agreement") among the Company, Chase, Mellon, Paul B. Loyd, Jr.,
Douglas A.P. Hamilton and Steven A. Webster, (vii) the execution of the
Registration Rights Agreement dated December 15, 1999 ("Chase Registration
Rights Agreement") among the Company, Chase and Mellon, (viii) the execution of
the Amended and Restated Registration Rights Agreement dated December 15, 1999
("Amended Founders Registration Rights Agreement") among the Company, Paul B.
Loyd, Jr., Douglas A.P. Hamilton, Steven A. Webster, S.P. Johnson IV, Frank A.
Wojtek and DAPHAM Partnership, L.P., and (ix) the execution of a Compliance
Sideletter dated December 15, 1999 among the Company, Chase and Mellon (the
"Compliance Sideletter").
Also on December 15, 1999 the Company consummated the
transactions (the "Enron Repurchase") contemplated by the Stock and Warrant
Purchase Agreement dated December 1, 1999 ("Enron Purchase Agreement") among the
Company and Enron North America Corp. ("ENA"), Joint Energy Development
Investments II Limited Partnership ("JEDI II") and Sundance Assets, L.P.
("Sundance") (ENA, JEDI II and Sundance, collectively, the "Enron Parties").
Such transactions
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included (i) the payment to the Enron Parties of an aggregate purchase price of
$12,000,000 and other fees, (ii) the repurchase of all the outstanding shares of
the Company's 9% Series A Preferred Stock, (iii) the repurchase of 750,000
currently outstanding warrants to purchase the Company's Common Stock held by
the Enron Parties and (iv) the amendment of the terms of 250,000 warrants (the
"Retained Enron Warrants") to purchase the Company's Common Stock retained by
the Enron Parties. The exercise price of the Retained Enron Warrants was
reduced from $11.50 per share to $4 per share as contemplated by the Enron
Purchase Agreement.
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 December 15, 1999,
be deemed to beneficially own an aggregate of 12,689,556 shares of Common Stock,
or approximately 75.1% of the total number of shares of the Company's Common
Stock deemed to be outstanding as of December 15, 1999. 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.
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.
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Under the Shareholders Agreement each of S.P. Johnson IV,
Frank A. Wojtek, Paul B. Loyd, Jr., Douglas A.P. Hamilton, Steven A. Webster,
DAPHAM Partnership, L.P., Chase and Mellon (the "Shareholders") have agreed not
to transfer shares of the Common Stock or the Warrants to a competitor of the
Company and have agreed to cause certain transferees to be bound by the
Shareholders Agreement.
The Shareholders Agreement provides that so long as Chase owns
at least 15% of the Common Stock of the Company (with percentage ownerships
being determined as specified in the Shareholders Agreement), the Shareholders
agree to vote their shares to cause the number of directors constituting the
Board of Directors to be seven and to cause the election of two directors to be
nominated by Chase. The Shareholders have agreed, so long as Chase owns at least
7.5% of the Common Stock (with percentage ownerships being determined as
specified in the Shareholders Agreement) of the Company but less than 15%, to
vote their shares to cause the number of directors constituting the Board of
Directors to be seven and to cause the election of one director to be nominated
by Chase. The Shareholders have also agreed if at any time after December 15,
2004, Chase then owns at least 15% of the Common Stock (with percentage
ownerships being determined as specified in the Shareholders Agreement) that,
unless there shall have occurred certain completed or proposed sale transactions
involving the Company or there has occurred a specified minimum public float of
Common Stock, then Chase has the right to designate two additional members to
the Board and the size of the Board shall be increased accordingly. The
Shareholders have agreed to vote their shares in accordance with such
arrangement. The Company may, upon Board approval, increase the size of the
Board by one additional member at any time after its next shareholders meeting.
If the Company at any other time increases the size of the Board of Directors,
the
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Shareholders have agreed to take action, including the voting of their
securities, to cause to be elected the number of directors nominated by Chase
necessary to maintain the applicable proportion of directors nominated by Chase
to the Board of Directors.
Pursuant to the Shareholders Agreement, Messrs. Christopher
Behrens and Arnold Chavkin were appointed to the Company's Board of Directors.
For so long as Chase is entitled to designate a director, at
least one such director is required to be a member of each committee of the
Company's Board of Directors and the board of directors of any subsidiary of the
Company. The Company has, in connection with the Shareholders Agreement,
established a Budget Committee of the Board of Directors that will consider
matters relating to the Company's drilling program, the Company's budget and
related matters. In certain circumstances in which Chase is entitled to name a
director and such directorship is vacant, Chase may instead appoint one or more
Board observers in lieu of directors.
The Company has agreed to submit for approval by the Company's
shareholders the issuance of the Warrants, the Warrant Shares and the Common
Stock as contemplated by the Securities Purchase Agreement at the Company's next
shareholders' meeting. The Shareholders have agreed to vote their securities to
approve such action.
The Company agreed in the Shareholders Agreement to limit the
maximum number of common stock equivalents issuable under the Company's equity
incentive plans to 2.5 million shares and equivalents (including any shares and
equivalents issued or issuable as of the date of the Shareholders Agreement).
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The Shareholders have also agreed in the Shareholders
Agreement to cooperate with the Company in complying with the terms of the
Compliance Sideletter (described below), including by voting in favor of actions
taken to remedy certain regulatory problems.
If S.P. Johnson IV, Frank A. Wojtek, Paul B. Loyd, Jr.,
Douglas A.P. Hamilton, Steven A. Webster, DAPHAM Partnership L.P. or certain
transferees thereof (each a "Founder Shareholder") desires to make certain
transfers of shares of Common Stock that are not Public Sales (as determined in
the Shareholders Agreement), such Founder Shareholder must allow Mellon and any
Shareholder who holds at least 10% of the Common Stock of the Company and is not
a Founder Shareholder (collectively, the "Significant Shareholders") the option
also to include shares in the transfer. If the prospective transferee is
unwilling or unable to acquire all such shares, then the transferring Founder
Shareholder may either cancel the proposed transfer or allocate on a
proportional basis the number of shares the prospective transferee is willing to
acquire among the transferring Founder Shareholder and the Significant
Shareholders.
Under the Shareholders Agreement, the Company has granted to
the Significant Shareholders rights to purchase certain (i) equity securities,
(ii) debt securities, (iii) options, warrants and other rights to acquire each
of such securities and (iv) common stock equivalents convertible into or
exchangeable for equity securities issuable by the Company, provided that
securities issued pursuant to equity incentive plans, securities issued in
certain public offerings, securities issued as consideration in a merger,
business combination or acquisition, certain securities issued upon conversion
of other securities, the Warrant Shares, and certain distributions of securities
are all excluded from this right.
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The Shareholders Agreement terminates upon the first to occur
of (a) notice of termination by holders of 50% of the shares held by Chase or
Mellon (and certain of their transferees), (b) certain sale transactions
involving the Company or (c) the time neither Chase nor Mellon (or certain of
their transferees) owns more than 7 1/2% of the Common Stock.
The Chase Registration Rights Agreement provides registration
rights with respect to the shares of Common Stock held by Chase and Mellon as of
December 15, 1999 and any shares issuable upon the conversion of certain other
securities of the Company (the "Investor Registrable Securities"). The Company
may generally be required to effect four demand registrations, subject to
certain conditions and limitations. Shareholders owning not less than 51% of the
then-outstanding shares of Investor 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 Investor 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 other
registered offerings by the Company. The registration rights will terminate as
to any holder of Investor Registrable Securities at such time as such holder may
sell under Rule 144 all Investor Registrable Securities then held by such
holder. This agreement requires the investor parties to this agreement to agree
to certain lock-up restrictions in connection with certain public offerings
registered by the Company.
The Founders Registration Rights Agreement, to which Mr.
Johnson is a party, was amended to provide that the Company may generally be
required to effect four demand registrations (rather than the previous six),
subject to certain conditions and limitations, and to provide for the
integration of such agreement with the Chase Registration Rights Agreement.
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The Company agreed in a Compliance Sideletter with Chase and
Mellon to, among other things, use commercially reasonable efforts to assist
these shareholders in remedying or preventing certain regulatory problems of
such shareholders that may be asserted by the Small Business Administration, the
Federal Reserve Board, the Controller of Currency or any other governmental
regulatory agency concerned with the regulation of banks or financial services
institutions. These actions include without limitation, assisting in
facilitating certain transfers, and permitting such investors to exchange voting
securities for similar non-voting securities. The Company also agreed with Chase
and Mellon to comply with certain small business administration and other
regulation and to provide information relating thereto to such investor.
Each of the Company's five directors, including Mr. Johnson,
entered into an amendment to his indemnification agreement that provides that
nothing in the Shareholders Agreement or in the transactions contemplated by the
Securities Purchase Agreement will constitute a "Change of Control" within the
meaning of such term in each such director's indemnification agreement.
Each of the Company's four executive officers, including Mr.
Johnson, entered into an amendment to his employment agreement that provides
that nothing in the Shareholders Agreement or in the transactions contemplated
by the Securities Purchase Agreement will constitute a "Change of Control"
within the meaning of such term in each such employee's employment agreement.
The Company also amended its Amended and Restated Bylaws (the
"Bylaws") to provide that nothing in the Shareholders Agreement or in the
transactions contemplated by the
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Securities Purchase Agreement will constitute a "Change of Control" within the
meaning of such term in the Bylaws.
As part of the Enron Repurchase, the shareholders agreement
described in the Original Statement among various Enron Corp. affiliates, the
Company, Mr. Johnson and certain other shareholders of the Company was
terminated.
The descriptions of the Securities Purchase Agreement, the
Shareholders Agreement, the Warrant Agreement, the Chase Registration Rights
Agreement, the Amended Founders Registration Rights Agreement, the Compliance
Sideletter, the form of amendment to the indemnification agreements, the form of
amendment to the employment agreements, the amendment to the Company's Amended
and Restated Bylaws and the Enron Purchase Agreement do not purport to be
complete and are qualified in their entirety by provisions of each such
agreement, copies of which have been filed as Exhibits 12, 13, 14, 15, 16, 17,
18, 19, 20 and 21, respectively, and which are incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 12 Securities Purchase Agreement dated December 15,
1999 among the Company, CB Capital Investors, L.P.,
Mellon Ventures, L.P., Paul B. Loyd, Jr., Douglas
A.P. Hamilton and Steven A. Webster (incorporated
herein by reference to Exhibit 99.1 to the Company's
Form 8-K dated December 15, 1999).
Exhibit 13 Shareholders Agreement dated December 15, 1999 among
the Company, CB Capital Investors, L.P., Mellon
Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek,
Paul B. Loyd, Jr., Douglas A.P. Hamilton, Steven A.
Webster and DAPHAM Partnership, L.P. (incorporated
herein by reference to Exhibit 99.2 to the Company's
Form 8-K dated December 15, 1999).
Exhibit 14 Warrant Agreement dated December 15, 1999 among
the Company, CB Capital Investors, L.P., Mellon
Ventures, L.P., Paul B. Loyd, Jr., Douglas A.P.
Hamilton and Steven A. Webster (incorporated herein
by
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reference to Exhibit 99.3 to the Company's Form 8-K
dated December 15, 1999).
Exhibit 15 Registration Rights Agreement dated December 15, 1999
among the Company, CB Capital Investors, L.P. and
Mellon Ventures, L.P. (incorporated herein by
reference to Exhibit 99.4 to the Company's Form 8-K
dated December 15, 1999).
Exhibit 16 Amended and Restated Founders Registration Rights
Agreement dated December 15, 1999 among the Company,
S.P. Johnson IV, Frank A. Wojtek, Paul B. Loyd, Jr.,
Douglas A.P. Hamilton, Steven A. Webster and DAPHAM
Partnership, L.P. (incorporated herein by reference
to Exhibit 99.5 to the Company's Form 8-K dated
December 15, 1999).
Exhibit 17 Compliance Sideletter dated December 15, 1999 among
the Company, CB Capital Investors, L.P. and Mellon
Ventures, L.P. (incorporated herein by reference to
Exhibit 99.6 to the Company's Form 8-K dated December
15, 1999).
Exhibit 18 Form of Amendment to Director Indemnification
Agreement (incorporated herein by reference to
Exhibit 99.8 to the Company's Form 8-K dated December
15, 1999).
Exhibit 19 Form of Amendment to Executive Officer Employment
Agreement (incorporated herein by reference to
Exhibit 99.7 to the Company's Form 8-K dated December
15, 1999).
Exhibit 20 Amendment No. 2 to the Company's Amended and
Restated Bylaws (incorporated herein by reference to
Exhibit 3.1 to the Company's Form 8-K dated December
15, 1999).
Exhibit 21 Stock and Warrant Purchase Agreement dated
December 1, 1999 among the Company, Enron North
America Corp., Sundance Assets, L.P. and Joint Energy
Development Investments II Limited Partnership
(incorporated herein by reference to Exhibit 99.1 to
the Company's Form 8-K dated December 1, 1999).
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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 5, 2000.
/s/ S.P. Johnson IV
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S.P. Johnson IV
