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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 2)
Under the Securities Exchange Act of 1934*
Carrizo Oil & Gas, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
144577 10 3
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(CUSIP Number)
Kenneth C. Huff
DAPHAM Partnership, L.P.
462 Broadway, Second Floor
New York, New York 10013
(212) 219-3935
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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
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(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
DAPHAM Partnership, L.P.
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
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(3) SEC Use Only
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(4) Source of Funds
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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(7) Sole Voting Power
395,960 Shares
Number of -------------------------------------------------------------
Shares (8) Shared Voting Power
Beneficially 0 Shares
Owned by -------------------------------------------------------------
Each (9) Sole Dispositive Power
Reporting 395,960 Shares
Person with ------------------------------------------------------------
(10) Shared Dispositive Power
0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
395,960 Shares
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares [X]
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(13) Percent of Class Represented by Amount in Row (11)
2.8%
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(14) Type of Reporting Person (See Instructions) PN
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INTRODUCTORY NOTE.
This Amendment No. 2 to Schedule 13D is being filed on behalf of DAPHAM
Partnership, L.P. ("DAPHAM") 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 DAPHAM on January 20, 1998 and
amended by Amendment No. 1 dated October 12, 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 5. INTEREST IN SECURITIES OF THE ISSUER
DAPHAM beneficially owns an aggregate of 395,960 shares of Common Stock
(approximately 2.8% of the 14,011,364 shares deemed to be outstanding as of
December 15, 1999).
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
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(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 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
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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. DAPHAM disclaims the beneficial ownership
of any Common Stock owned by such other parties. For a description of the
Shareholders Agreement, see Item 6, Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Mr. Huff, as general partner of DAPHAM, has sole voting power with
respect to the Common Stock held by DAPHAM, and the sole power to dispose or
direct the disposition of the Common Stock held by DAPHAM (subject to the
Shareholders Agreement). Mr. Huff has sole voting power with respect to the
Common Stock held by him, and the sole power to dispose or direct the
disposition of the Common Stock held by him.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
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
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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 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.
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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).
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
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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.
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
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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 DAPHAM 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 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
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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.
As part of the Enron Repurchase, the shareholders agreement described
in the Original Statement among various Enron Corp. affiliates, the Company,
DAPHAM 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 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 9, 10, 11, 12, 13, 14 and 15, respectively, and which are
incorporated by reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 9 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 10 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 11 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 12 Registration Rights Agreement dated December 15,
1999 among the Company, CB Capital Investors, L.P.
and Mellon Ventures, L.P.
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(incorporated herein by reference to Exhibit 99.4 to
the Company's Form 8-K dated December 15, 1999).
Exhibit 13 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 14 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 15 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 6, 2000.
DAPHAM Partnership, L.P.
/s/Kenneth C. Huff
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By: Kenneth C. Huff,
its General Partner
