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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 4)
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)
Douglas A.P. Hamilton
485 Madison Avenue, 23rd Floor
New York, New York 10022
(212) 584-2190
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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 ss.ss. 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
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(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Douglas A.P. Hamilton
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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
PF SC
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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 1,072,616 Shares (92,006 of which are issuable upon
the exercise of a Warrant and 7,500 of which are
issuable upon the exercise of certain options)
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Beneficially (8) Shared Voting Power
Owned by 0 Shares
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(9) Sole Dispositive Power
Each 1,072,616 Shares (92,006 of which are issuable upon
the exercise of a Warrant and 7,500 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
1,072,616
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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)
7.6%
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(14) Type of Reporting Person (See Instructions) IN
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INTRODUCTORY NOTE.
This Amendment No. 4 to Schedule 13D is being filed on behalf
of Douglas A.P. Hamilton ("Mr. Hamilton") 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. Hamilton on August
21, 1997 and amended by Amendment No. 1 dated September 3, 1997, Amendment No. 2
dated November 18, 1997 and Amendment No. 3 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The sources of funds for the purchase of securities described
herein were personal funds and the repayment of a bridge loan extended to the
Company by its outside directors, including Mr. Hamilton.
ITEM 4. PURPOSE OF TRANSACTION
As more fully described in Item 5 and Item 6, Mr. Hamilton
acquired (i) 121,212 Shares of Common Stock for the aggregate purchase price of
$266,666 ($2.20 per share), (ii) warrants to purchase 92,006 shares of Common
Stock for the aggregate purchase price of $8,280.54 and (iii) notes in the
aggregate principal amount of $733,333 for the aggregate purchase price of
$725,052. Mr. Hamilton on December 16, 1999 purchased 1,000 additional shares of
Common Stock on the Nasdaq Stock Market for an aggregate purchase price of
$1,804.00 ($1.80 per share including commissions; $1.75 per share excluding
commissions). Mr. Hamilton on December 20, 1999 purchased 1,950 additional
shares of Common Stock on the Nasdaq Stock Market for an aggregate purchase
price of $3,757.75 ($1.925 per share including commissions; $1.875 per share
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excluding commissions). Mr. Hamilton on December 21, 1999 purchased 32,050
additional shares of Common Stock on the Nasdaq Stock Market for an aggregate
purchase price of $65,014.22 ($2.03 per share including commissions; $2.00 per
share excluding commissions). Mr. Hamilton on December 22, 1999 purchased 6,000
additional shares of Common Stock on the Nasdaq Stock Market for an aggregate
purchase price of $12,184.00 ($2.03 per share including commissions; $2.00 per
share excluding commissions). Mr. Hamilton on December 27, 1999 purchased 4,500
additional shares of Common Stock on the Nasdaq Stock Market for an aggregate
purchase price of $9,139.00 ($2.03 per share including commissions; $2.00 per
share excluding commissions). Mr. Hamilton on December 28, 1999 purchased 5,500
additional shares of Common Stock on the Nasdaq Stock Market for an aggregate
purchase price of $11,224.00 ($2.04 per share including commissions; $2.00 per
share excluding commissions). Particularly in light of recent trading prices of
the Common Stock, Mr. Hamilton may seek to acquire additional shares of Common
Stock. Mr. Hamilton may also, with respect to the Common Stock, the warrants or
the notes, seek to take any action of a type described in the Original
Statement. The number of shares or other securities subject to such
transactions, if any, will be subject to, among other things, market conditions
as they exist from time to time as well as other factors described in the
Original Statement.
In June of 1999, Mr. Hamilton made charitable gifts of an
aggregate of 45,000 shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of December 29, 1999, Mr. Hamilton beneficially owns an
aggregate of 1,072,616 shares of Common Stock (approximately 7.6% of the
14,110,870 shares deemed to be outstanding as of December 29, 1999 (consisting
of 14,011,364 shares of Common Stock, 92,006 warrants to purchase Common Stock
and 7,500 options that are exercisable within 60 days, but not
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including 7,500 other options held by Mr. Hamilton)). Mr. Hamilton is the sole
beneficiary, for the first five years, of the Douglas A.P. Hamilton 1997 GRAT
(the "GRAT"), which beneficially owns an aggregate of 200,000 shares of Common
Stock. Mr. Hamilton is also among the beneficiaries of a charitable remainder
trust that is the limited partner of DAPHAM Partnership L.P. (the
"Partnership"), which beneficially owns 395,960 shares of Common Stock. Certain
trusts established for the benefit of Mr. Hamilton's children (the "Trusts")
beneficially own 14,472 shares of Common Stock. Mr. Hamilton disclaims the
beneficial ownership of the Common Stock held by the GRAT, the Partnership and
the Trusts.
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
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,
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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 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
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13(g) and 13(d) of the Exchange Act, of all equity securities of the Company
beneficially owned by such parties. Such parties would, as of December 15, 1999
(prior to the open market purchases described in Item 4 above), be deemed to
have beneficially owned 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. Hamilton 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. Hamilton 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). Dorothy C.
Hamilton has the sole voting power and the sole power to dispose or direct the
disposition of the Common Stock held by the Trusts.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
In addition to providing for the foregoing transactions, the
Securities Purchase Agreement provides that the Notes will be subordinated and
subject in right of payment to the prior payment of certain senior indebtedness
of the Company.
The Securities Purchase Agreement includes certain
representations, warranties and covenants by the parties, including affirmative
and negative covenants by the Company that are described in the Company's Form
8-K dated December 15, 1999. The Company is obligated to indemnify the Investors
for breaches of representations, warranties and covenants contained in the
Securities Purchase Agreement or in other documents furnished in connection with
the Securities Purchase Agreement and for certain third-party claims.
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Chase required that the Company's outside directors, Messrs.
Loyd, Hamilton and Webster, invest an aggregate of at least $3,000,000 in the
Financing and each invested $1,000,000 in the Financing. As part of the
Financing, an aggregate fee of $405,000 was paid to Chase and Mellon.
Of the approximately $29,000,000 net proceeds of the
Financing, $12,060,000 was used to fund the Enron Repurchase and related
expenses, $2,025,000 was used to repay a bridge loan extended to the Company by
its outside directors, including Mr. Hamilton, and $3,000,000 was used to repay
other indebtedness.
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
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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 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.
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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).
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
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conversion of other securities, the Warrant Shares, and certain distributions of
securities are all excluded from this right.
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 Warrants are exercisable at any time prior to the
expiration date on December 15, 2007 for the purchase of an aggregate of
2,760,189 shares of Common Stock at an exercise price of $2.20 per share,
subject to certain adjustments.
Each Warrant may be exercised by cash payment or on a
"cashless basis" by utilizing the average market price during the 4-day trading
period preceding the date of exercise.
The number and kind of Warrant Shares issued and the exercise
price are subject to adjustment in certain circumstances, including (a) if the
Company pays a dividend in Common Stock or distributes shares of its Common
Stock, subdivides, splits or reclassifies its outstanding shares of Common Stock
into a larger number of shares of Common Stock, or combines its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, (b) if
the Company issues shares of Common Stock or securities exercisable or
exchangeable for or convertible into shares of Common Stock for no consideration
or for less than the market value (as specified in the Warrant) of the Common
Stock, subject to certain exceptions, (c) if the Company distributes any of its
equity securities (other than Common Stock or options) to the holders of the
Common Stock on a pro rata basis, (d) if the Company engages in a consolidation,
merger or business combination, sells all of its assets to another person or
entity, or enters into certain capital reorganizations or
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reclassifications of the capital stock of the Company or (e) the Company takes
certain other actions affecting its 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.
Hamilton 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.
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
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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. Hamilton,
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.
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 Securities Purchase Agreement will constitute a
"Change of Control" within the meaning of such term in the Bylaws.
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As part of the Enron Repurchase, the shareholders agreement
described in the Original Statement among various Enron Corp. affiliates, the
Company, Mr. Hamilton 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
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 entity by
provisions of each such agreement, copies of which have been filed as Exhibits
10, 11, 12, 13, 14, 15, 16, 17 and 18, respectively, and which are incorporated
by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
Exhibit 10 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 11 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 12 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 reference to Exhibit 99.3 to the Company's Form
8-K dated December 15, 1999).
Exhibit 13 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).
</TABLE>
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<TABLE>
<S> <C>
Exhibit 14 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 15 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 16 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 17 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 18 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).
</TABLE>
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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: December 30, 1999.
/s/ Douglas A.P. Hamilton
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Douglas A.P. Hamilton
