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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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)
Paul B. Loyd, Jr.
901 Threadneedle, Suite 200
Houston, Texas 77079
(281) 496-9994
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 11, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page should be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 144577 10 3
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(1) Name of Reporting Person
S.S. or I.R.S. Identification Nos. of Above Person
Paul B. Loyd, Jr.
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds
OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
United States of America
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Number of (7) Sole Voting Power 1,396,756 Shares
Shares Bene- -----------------------------------------------------------
ficially (8) Shared Voting Power 0 Shares
Owned by -----------------------------------------------------------
Each Report- (9) Sole Dispositive Power 1,396,756 Shares
ing Person -----------------------------------------------------------
With (10) Shared Dispositive Power 0 Shares
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,396,756 Shares
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
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(13) Percent of Class Represented by Amount in Row (11)
14.0%
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(14) Type of Reporting Person (See Instructions) IN
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ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is common stock,
par value $.01 per share (the "Common Stock"), of Carrizo Oil & Gas, Inc., a
Texas corporation (the "Company"). The address of the principal executive
offices of the Company is 14811 St. Mary's Lane, Suite 148, Houston, Texas
77079.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Paul B. Loyd, Jr. ("Mr. Loyd"). The business
address of Mr. Loyd is 901 Threadneedle, Suite 200, Houston, Texas 77079. Mr.
Loyd is a citizen of the United States of America, and his principal occupation
and employment is acting as President, Chief Executive Officer and Chairman of
the Board of Reading & Bates Corporation, a Delaware corporation ("Reading &
Bates"). The principal business of Reading & Bates is offshore drilling and
production of oil and natural gas, and the address of Reading & Bates'
principal executive offices is 901 Threadneedle, Suite 200, Houston, Texas
77079. During the last five years, Mr. Loyd has not (i) been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 4, Purpose of Transaction, and Item 6, Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
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ITEM 4. PURPOSE OF TRANSACTION
Mr. Loyd has acquired 224,506 shares of Common Stock pursuant to a
Combination Agreement dated as of June 6, 1997 (the "Combination Agreement")
among the Company, Carrizo Production, Inc., a Texas corporation
("Production"), Encinitas Partners Ltd., a Texas limited partnership
("Encinitas"), La Rosa Partners Ltd., a Texas limited partnership ("La Rosa"),
Carrizo Partners Ltd., a Texas limited partnership ("Carrizo Partners"), Mr.
Loyd, Steven A. Webster, S.P. Johnson IV, Douglas A.P. Hamilton and Frank A.
Wojtek, a copy of which has been filed as Exhibit 1 hereto and is incorporated
herein by reference, and as described in the Company's Registration Statement
on Form S-1 (Reg. No. 333-29187), as amended (the "Registration Statement").
Mr. Loyd acquired 77,175 shares and 14,610 shares of Common Stock in the
mergers of each of Production and La Rosa with the Company, respectively, in
respect of shares of common stock of Production and the limited partner
interests in La Rosa held by Mr. Loyd. Mr. Loyd acquired an additional 132,721
shares of Common Stock in the acquisition of Encinitas by the Company in
respect of the limited partner interests of Encinitas held by Mr. Loyd. On
August 11, 1997, the Company granted options for 10,000 shares of Common Stock
to Mr. Loyd pursuant to the Company's Incentive Plan, a copy of which has been
filed as Exhibit 2 hereto and is incorporated herein by reference. Such options
are exercisable in cumulative annual increments of one-third of the total
number of shares of Common Stock subject thereto, beginning on the first
anniversary of the date of grant, at a purchase price of $11.00 per share and
expire ten years from the date of their issuance.
Mr. Loyd will review on a continuous basis his investment in the Common
Stock and the Company's business affairs and financial condition, as well as
conditions in the securities markets and general economic and industry
conditions. Mr. Loyd may in the future take such
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actions in respect of his investment in the Common Stock as he deems
appropriate in light of the circumstances existing from time to time.
Currently, these actions include continuing to hold the shares he now
beneficially owns or disposing of shares. Such dispositions could be effected
in private transactions, through a public offering or, upon compliance with the
rules under the Securities Act of 1933, as amended (the "Securities Act"), in
the open market. Additionally, it is possible that Mr. Loyd could seek to
acquire additional shares, although he has no current plans to do so, other
than through the Incentive Plan or other benefit plans or arrangements with the
Company. Any acquisition of shares could be effected in the open market, in
privately negotiated transactions, or otherwise. Shares may be transferred from
time to time to entities or trusts controlled by Mr. Loyd and to family
members. Any sales, purchases or transfers or other actions described herein
may be made at any time without further prior notice. In reaching any
conclusion as to the foregoing matters, Mr. Loyd may take into consideration
various factors, such as the Company's business and prospects, other
developments concerning the Company, the obligations of, cash and financial
resources and needs of, investment goals of and other business opportunities
available to him, developments with respect to his business, general economic
conditions, the market price for shares of Common Stock and stock market
conditions.
Dispositions of the 224,506 shares of Common Stock received by Mr. Loyd
pursuant to the Combination Agreement are restricted (subject to certain
limitations) by the Company's Bylaws, a copy of which has been filed as Exhibit
3 hereto and is incorporated herein by reference, without the prior written
consent of the Company. Additionally, pursuant to a Lock-up Agreement dated
July 31, 1997 of Mr. Loyd (the "Lock-up Agreement"), a copy of which has been
filed as Exhibit 4 hereto and is incorporated herein by reference, delivered
pursuant to the Underwriting
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Agreement of the Company dated August 5, 1997, Mr. Loyd agreed not to sell
(subject to certain limitations) any shares of Common Stock until February 2,
1998 (180 days after August 6, 1997 (the date of the Prospectus of the Company
(the "Prospectus") relating to the initial public offering of shares of Common
Stock (the "IPO") as described in the Company's Registration Statement) without
the prior written consent of the underwriters for the IPO.
Except as set forth in Item 6, Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer, Mr. Loyd has no present
plans or proposals which relate to or would result in any of the actions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Loyd beneficially owns an aggregate of 1,396,756 shares of Common
Stock (approximately 14.0% of the 10,000,000 shares outstanding, determined by
reference to the approximately 10,000,000 shares of Common Stock the Company
reported in the Prospectus would be outstanding following the consummation of
the Combination Agreement and the completion of the Offering, assuming no
exercise of the underwriters' overallotment option). Mr. Loyd has the sole
power to vote and dispose of the shares of Common Stock beneficially owned by
him. See Item 6, Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer, for a discussion of Mr. Loyd's options.
Except as set forth in this Schedule 13D, to the best of his knowledge,
Mr. Loyd has not effected any transaction in Common Stock during the past sixty
days.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as described in this statement or in the documents referred to
herein, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Loyd and any person with respect to any
securities of the Company.
The Company was formed in September 1993. Prior to consummation of the
Combination Agreement, the Company conducted its operations directly, with
industry partners and through the following affiliated entities: Production,
Encinitas, La Rosa and Carrizo Partners. The Company was the general partner of
Carrizo Partners and La Rosa. Production was the general partner of Encinitas.
On August 11, 1997, pursuant to the Combination Agreement, the Company the
following transactions were consummated: (i) Production was merged into the
Company and the outstanding shares of capital stock of Production were
converted into an aggregate of 343,000 shares of Common Stock; (ii) the Company
acquired Encinitas in two steps: (a) the Company acquired the limited partner
interests in Encinitas held by certain of the Company's directors, including
Mr. Loyd, for an aggregate consideration of 468,533 shares of Common Stock and
(b) Encinitas was merged into the Company, and the outstanding limited partner
interests in Encinitas were converted into an aggregate of 860,699 shares of
Common Stock; (iii) La Rosa was merged into the Company and the outstanding
partnership interests in La Rosa converted into an aggregate of 48,700 shares
of Common Stock; and (iv) Carrizo Partners was merged into the Company and the
outstanding partnership interests in Carrizo Partners converted into an
aggregate of 569,068 shares of Common Stock. The closing of the transactions
under Combination Agreement occurred simultaneously with the closing of the
sale of 2,500,000 shares of Common Stock pursuant to the Company's IPO as
described in the Registration Statement.
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The current directors of the Company are S.P. Johnson IV, Frank A. Wojtek,
Steven A. Webster, Mr. Loyd and Douglas A.P. Hamilton. Prior to the
consummation of the Combination Agreement, the shareholders of the Company at
such time ratified the appointment of each of such directors to the Board of
Directors of the Company by unanimous written consent.
Pursuant to the Company's Incentive Plan, on August 11, 1997, the Company
granted options for 10,000 shares of Common Stock to Mr. Loyd. Such options are
exercisable in cumulative annual increments of one-third of the total number of
shares of Common Stock subject thereto, beginning on the first anniversary of
the date of grant, at a purchase price of $11.00 per share and expire ten years
from the date of their issuance. In addition, pursuant to the Incentive Plan,
if Mr. Loyd remains a director of the Company and is not an employee of the
Company or a subsidiary of the Company, he will automatically be granted
options for 2,500 shares of Common Stock on the first business day following
the date on which each annual meeting of the Company's shareholders is held.
Such options are exercisable in cumulative annual increments of one-third of
the total number of shares of Common Stock subject thereto, beginning on the
first anniversary of the date of grant, at a purchase price per share equal to
the fair market value of a share of Common Stock on the date of grant and
expire ten years from the date of their issuance. Mr. Loyd will be deemed to be
the beneficial owner of such shares 60 days prior to the exercisability of the
options related to such shares.
The Company's Bylaws restrict the disposition of the 224,506 shares of
Common Stock received by Mr. Loyd pursuant to the Combination Agreement
(subject to certain limitations) without the prior written consent of the
Company in order to ensure that such dispositions are made pursuant to
registration under the Securities Act or an exemption therefrom. The Lock-up
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Agreement restricts the disposition by Mr. Loyd of shares of Common Stock until
February 2, 1998 (subject to certain limitations) without the prior written
consent of the underwriters for the Company's IPO.
The Registration Rights Agreement dated as of June 6, 1997 among the
Company, Mr. Loyd, Steven A. Webster, S.P. Johnson IV, Douglas A.P. Hamilton,
Frank A. Wojtek and DAPHAM Partnership L.P. ("Registration Rights Agreement"),
a copy of which has been filed as Exhibit 5 hereto and is incorporated herein
by reference, provides registration rights with respect to shares of Common
Stock that were outstanding prior to the IPO and the issuance of shares
pursuant to the Combination Agreement, as well as shares issued pursuant to the
Combination Agreement or otherwise purchased from the Company (the "Registrable
Securities") (currently approximately 6,267,069 shares of Common Stock).
Shareholders owning not less than 51% of the then-outstanding shares of
Registrable Securities may demand that the Company effect a registration under
the Securities Act for the sale of not less than 5% of the shares of
Registrable Securities then outstanding. The holders of the registration rights
also have limited rights to require the Company to include their shares of
Common Stock in connection with registered offerings by the Company. The
Company may generally be required to effect three demand registrations
(provided that no such registration may occur prior to February 11, 1998 (the
date six months after the closing of the IPO)) and three additional demand
registrations for certain offerings registered on SEC Form S-3, subject to
certain conditions and limitations. The registration rights will terminate as
to any holder of Registrable Securities at the later of (i) one year after the
closing of the IPO or (ii) at such time as such holder may sell under Rule 144
in a three-month period all Registrable Securities then held by such holder.
The holders of the registration rights may not exercise their registration
rights with
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respect to any shares received pursuant to the Combination Agreement for a
period of at least one year following the effective date of the Registration
Statement.
Registration of shares under the Securities Act would result in such
shares becoming freely tradeable without restriction under the Securities Act
(except for shares purchased by affiliates of the Company) immediately upon the
effectiveness of such registration.
The foregoing are summaries of certain provisions of the Combination
Agreement, the Company's Incentive Plan, the Company's Bylaws, the Lock-up
Agreement and the Registration Rights Agreement, copies of which have been
filed as Exhibits 1, 2, 3, 4 and 5, respectively, hereto and are incorporated
by reference herein; and such summaries are qualified by, and subject to, the
more complete information contained in such agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Combination Agreement dated as of June 6, 1997 among the
Company, Production, Encinitas, La Rosa, Carrizo Partners,
Mr. Loyd, Steven A. Webster, S.P. Johnson IV, Douglas A. P.
Hamilton and Frank A. Wojtek (Incorporated by reference to
Exhibit 2.1 to the Company's Registration Statement on Form
S-1 (Registration No. 333-29187)).
Exhibit 2 Incentive Plan of the Company (Incorporated by reference
to Exhibit 10.1 to the Company's Registration statement on
Form S-1 (Registration No. 333-29187)).
Exhibit 3 Amended and Restated Bylaws of the Company (Incorporated
by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (Registration No. 333-29187)).
Exhibit 4 Lock-up Agreement dated July 31, 1997 of Mr. Loyd.
Exhibit 5 Registration Rights Agreement by and among the Company,
Mr. Loyd, Steven A. Webster, S.P. Johnson IV, Douglas A.P.
Hamilton and Frank A. Wojtek dated as of June 6, 1997
(Incorporated by reference to Exhibit 10.7 to the Company's
Registration Statement on Form S-1 (Registration No.
333-29187)).
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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: August 19, 1997.
/s/ PAUL B. LOYD, JR.
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Paul B. Loyd, Jr.
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EXHIBIT INDEX
Exhibit 4 Lock-up Agreement dated July 31, 1997 of Mr. Loyd.
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EXHIBIT 4
July 31, 1997
Carrizo Oil & Gas, Inc.
14811 St. Mary's Lane
Suite 148
Houston, TX 77079
Schroder & Co. Inc.
Jefferies & Company, Inc.
c/o Schroder & Co. Inc.
787 Seventh Avenue
New York, NY 10019
Dear Sirs:
The undersigned understands that Schroder & Co. Inc. and Jefferies &
Company, Inc., as Representatives of the several underwriters (the
"Underwriters"), propose to enter into an Underwriting Agreement with Carrizo
Oil & Gas, Inc. (the "Company"), providing for the public offering (the "Public
Offering") of the Company's common stock, par value $0.01 per share (the
"Common Stock"), pursuant to the Company's Registration Statement on Form S-1
(Reg. No. 333-29187) (the "Registration Statement").
To induce the Underwriters that may participate in the Public Offering to
continue their efforts in connection with the Public Offering, the undersigned,
during the period commencing on the date of the Underwriting Agreement and
ending 180 days after the date of the final prospectus relating to the Public
Offering:
(i) agrees not to (x) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common
Stock (including, without limitation, shares of Common Stock or securities
convertible into or exercisable or exchangeable for Common Stock which may
be deemed to be beneficially owned by the undersigned in accordance with
the rules and regulations of the Securities and Exchange Commission by
virtue of the undersigned's power to dispose, or direct the disposition
of, such shares or securities) or (y) enter into any swap or other
arrangement that transfers all or a portion of the economic consequences
associated with the ownership of any Common Stock (regardless of whether
any of the transactions described in clause (x) or (y) is to be settled by
the delivery of Common Stock, or such other securities, in cash or
otherwise), without the prior written consent of Schroder & Co. Inc.,
provided that the foregoing restrictions shall not apply to intra-family
transfers and transfers for estate planning purposes;
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(ii) agrees not to make any demand for, or exercise any right with
respect to, the registration of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common
Stock, without the prior written consent of Schroder & Co. Inc.;
(iii) authorizes the Company to cause the transfer agent to decline
to transfer and/or to note stop transfer restrictions on the transfer
books and records of the Company with respect to any shares of Common
Stock and any securities convertible into or exercisable or exchangeable
for Common Stock for which the undersigned is the record holder and, in
the case of any such shares or securities for which the undersigned is the
beneficial but not the record holder by virtue of the undersigned's power
to dispose, or direct the disposition of, such shares or securities,
agrees to use reasonable efforts to cause the record holder to cause the
transfer agent to decline to transfer and/or to note stop transfer
restrictions on such books and records with respect to such shares or
securities.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into the agreements set forth herein, and
that, upon request, the undersigned will execute any additional documents
necessary or desirable in connection with the enforcement hereof. All authority
herein conferred or agreed to be conferred shall survive the death or
incapacity of the undersigned and any obligations of the undersigned shall be
binding upon the heirs, personal representatives, successors, and assigns of
the undersigned.
Very truly yours,
Paul B. Loyd, Jr. /s/ PAUL B. LOYD, JR.
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(Name - Please Type)
c/o Reading & Bates
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901 Threadneedle, Suite 200
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Houston, TX 77079
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(Address)
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(Social Security No.)
Number of shares of Common Stock owned: 1,396,756
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Certificate Numbers:
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Number of shares of Common Stock issuable upon exercise of stock options: ______
