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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
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)
January 8, 1998
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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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<TABLE>
<S> <C>
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) [X]
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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
[X]
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(13) Percent of Class Represented by Amount in Row (11)
13.5%
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(14) Type of Reporting Person (See Instructions) IN
</TABLE>
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INTRODUCTORY NOTE.
This Amendment No. 1 to Schedule 13D is being filed on behalf
of Paul B. Loyd, Jr. ("Mr. Loyd"), 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. Loyd on August 21, 1997
(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
Item 4 of the Original Statement is hereby amended and supplemented as
follows: The Original Statement had provided in part that "..., it is possible
that Mr. Loyd could seek to acquire additional shares, although he has no
current plans to do so, other than through employee benefit plans or
arrangements with the Company." Particularly in light of recent fluctuations
in trading prices of the Common Stock, Mr. Loyd or persons or entities related
to Mr. Loyd may, depending on the market price of the Common Stock in the
future, seek to acquire additional shares of Common Stock. The number of
shares acquired, 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. Mr. Loyd may also seek to take any other action
described in the Original Statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Loyd beneficially owns an aggregate of 1,396,756 shares of
Common Stock (approximately 13.5% of the 10,375,000 shares outstanding (as
reported in the Company's Form 10-Q for the quarter ended September 30, 1997)).
On January 8, 1998, the Company consummated the transactions
contemplated by the Stock Purchase Agreement dated January 8, 1998 (the
"Purchase Agreement") among the Company, Enron Capital & Trade Resources Corp.
("Enron") and Joint Energy Development Investments II Limited Partnership
("JEDI II"). Such transactions included (i) the payment by Enron and JEDI II
of an aggregate purchase price of $30,000,000, (ii) the sale of 75,000 shares
of 9% Series A Preferred Stock, par value $.01 per share, of the Company (the
"Preferred Stock"), the terms of which are set forth in the Statement of
Resolution Establishing Series of Shares designated 9% Series A Preferred Stock
(the "Statement of Resolution"), to Enron and 225,000 shares of Preferred Stock
to JEDI II, (iii) the grant of warrants (the "Warrants") to purchase 250,000
and 750,000 shares of the Common Stock, the terms of which are set forth in a
Warrant Certificate to be
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issued to each of Enron and JEDI II, at an exercise price of $11.50 per share
to Enron and JEDI II, respectively, and which are exercisable during the period
beginning January 8, 1999 and ending January 8, 2005, and (iv) the execution
and delivery of the Shareholders' Agreement dated January 8, 1998 (the
"Shareholders' Agreement") among the Company, S.P. Johnson IV, Frank A.
Wojtek, Steven A. Webster, Paul B. Loyd, Jr., Mr. Hamilton, DAPHAM
Partnership, L.P., the Douglas A.P. Hamilton 1997 GRAT, Enron and JEDI II,
pursuant to which certain transfers of Common Stock are restricted. The terms
of the Purchase Agreement, the Statement of Resolution, the Warrant
Certificates and the Shareholders' Agreement are described in the Form 8-K
filed by the Company with the Securities and Exchange Commission on January 9,
1998.
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 January
8, 1998, be deemed to beneficially own an aggregate of 6,221,334 shares of
Common Stock (7,221,334 shares of Common Stock if the Warrants were exercisable
within 60 days of the date hereof), or approximately 60.0% (approximately 63.5%
if the Warrants were exercisable within 60 days of the date hereof), of the
total number of shares reported to be outstanding in the Company's Form 10-Q
for the quarter ending September 30, 1997. Mr. Loyd 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.
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Mr. Loyd 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.
Each of S.P. Johnson IV, Frank A. Wojtek, Steven A. Webster,
Mr. Loyd, Douglas A.P. Hamilton, DAPHAM Partnership, L.P. and the Douglas A.P.
Hamilton 1997 GRAT (the "Major Shareholders") have agreed with the Company,
Enron and JEDI II that it shall not (without the consent of Enron or, if Enron,
JEDI II and their respective affiliates do not beneficially own the largest
outstanding amount of Preferred Stock that is then beneficially owned by any
shareholder, then only with the consent of the holders of a majority of the
shares of Preferred Stock) transfer, assign, donate, sell, devise, encumber or
in any other manner alienate (collectively, "Transfer") any portion of the
Common Stock deemed beneficially owned by it (1,396,756 shares for Mr. Loyd) as
of the date of the Shareholders' Agreement, except as provided below.
Each Major Shareholder may Transfer during each calendar year
beginning January 1, 1998 through and including 2001 up to 20% of the number of
shares of Common Stock held by such Major Shareholder as of the date of the
Shareholders' Agreement and any portion of such shares permitted to be
Transferred in prior calendar years that were not so Transferred. Upon
redemption of shares of Preferred Stock, a proportionate number of shares of
Common Stock held by each Major Shareholder will be released from all transfer
restrictions imposed by the Shareholders' Agreement, which release will be in
addition to the other releases from the transfer restrictions provided therein.
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Notwithstanding the foregoing, each Major Shareholder has agreed to retain the
final 20% of his holdings of Common Stock until all shares of Preferred Stock
have been redeemed.
A partition of shares of Common Stock held by a Major
Shareholder between a Major Shareholder and his spouse upon divorce and
Transfers upon a Major Shareholder's death are not Transfers that are
restricted pursuant to the Shareholders' Agreement; provided that the spouse or
transferee, as a condition to the partition or Transfer, agrees in writing to
take such shares of Common Stock subject to the terms of the Shareholders'
Agreement. In addition, Transfers by a Major Shareholder to his Family Group
(as defined herein) are not restricted; provided that the transferee has agreed
in writing to be bound by the terms of the Shareholders' Agreement. "Family
Group" means, for purposes hereof, (i) the spouse of a Major Shareholder or (b)
certain trusts established solely for the benefit of the Major Shareholder, the
Major Shareholder's spouse or any of their respective ancestors or descendants.
Transfers back to a Major Shareholder from his Family Group are permitted.
Pledges of Common Stock are not restricted by the Shareholders' Agreement,
although attempts to realize upon the value of the pledged Common Stock
constitute Transfers and are therefore subject to the limitations described
above.
In addition, the Major Shareholders consented to certain
transactions contemplated by the Stock Purchase Agreement, including (i) the
adoption of the Statement of Resolution, (ii) the election of directors of the
Board of Directors by the holders of shares of Preferred Stock to the extent
provided in the Statement of Resolution, and (iii) the provisions allowing
Enron, JEDI II and their affiliates to engage in business activities that might
be, directly or indirectly, in competition with the Company.
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If one of the Major Shareholders transfers shares of Common
Stock in violation of the Shareholders' Agreement, the holders of the Preferred
Stock have the right to request redemption of the shares of Preferred Stock
held by them from the Company pursuant to the Statement of Resolution. If, and
only if, the Company fails to redeem the shares of Preferred Stock with respect
to which redemption has been requested, the number of directors constituting
the Board of Directors of the Company will be expanded by the number equal to
the difference between (i) the whole number nearest to the quotient of (A) the
number of directors then constituting the Board of Directors (unless such
number is less than two, in which case the number of directors then
constituting the Board of Directors will be deemed to be two) divided by (B)
0.73 and (ii) the number of directors then constituting the Board of Directors,
and the holders of shares of Preferred Stock have the right, voting separately
as a class, to elect the directors to fill such newly created directorships.
These voting rights continue only until such time as the shares of Preferred
Stock presented for redemption and required to be redeemed have been redeemed
or all necessary funds have been set aside for payment.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 6 Statement of Resolution Establishing Series of Shares
designated 9% Series A Preferred Stock (incorporated
herein by reference to Exhibit 4.1 to the Company's
Form 8-K filed January 9, 1998).
Exhibit 7 Warrant Certificates (incorporated herein by
reference to Exhibit 4.2 to the Company's Form 8-K
filed January 9, 1998).
Exhibit 8 Stock Purchase Agreement dated January 8, 1998 among
the Company, Enron Capital & Trade Resources Corp.
and Joint Energy Development Investments II Limited
Partnership (incorporated herein by reference to
Exhibit 99.1 to the Company's Form 8-K filed January
9, 1998).
Exhibit 9 Shareholders' Agreement dated January 8, 1998 among
the Company, S.P. Johnson IV, Frank A. Wojtek,
Steven A. Webster, Paul B. Loyd, Jr., Douglas A.P.
Hamilton, DAPHAM Partnership, L.P., The Douglas A.P.
Hamilton 1997 GRAT, Enron Capital & Trade Resources
Corp. and Joint Energy Development Investments II
Limited Partnership (incorporated herein by reference
to Exhibit 99.2 to the Company's Form 8-K filed
January 9, 1998).
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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 13, 1998.
/s/ PAUL B. LOYD, JR.
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Paul B. Loyd, Jr.
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