-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LnqSlKyLJbB8x3EigKxBkpWt/ts7fzB+FeWFerutfvw78YhMNjPQkde3+nhBKzun gfPnLOxPMfiulxP+lkloQA== 0000889812-99-003745.txt : 19991224 0000889812-99-003745.hdr.sgml : 19991224 ACCESSION NUMBER: 0000889812-99-003745 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARRIZO OIL & GAS INC CENTRAL INDEX KEY: 0001040593 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760415919 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51465 FILM NUMBER: 99780332 BUSINESS ADDRESS: STREET 1: 14811 ST MARYS LANE STREET 2: STE 148 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2814961352 MAIL ADDRESS: STREET 1: CARRIZO OIL & GAS INC STREET 2: 14811 ST MARYS LANE STE 148 CITY: HOUSTON STATE: TX ZIP: 77079 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CB CAPITAL INVESTORS LP CENTRAL INDEX KEY: 0001056596 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133986302 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 380 MADISON AVENUE 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126223100 MAIL ADDRESS: STREET 1: 380 MADISON AVENUE 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 BENEFICIAL OWNERSHIP STATEMENT -------------------------------- OMB Approval -------------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden hours per respons .........14.90 -------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 CARRIZO OIL & GAS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 144577 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) Harvey M. Eisenberg, Esq. O'Sullivan Graev & Karabell, LLP 30 Rockefeller Plaza - 41st Floor New York, New York 10112 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 15, 1999 - -------------------------------------------------------------------------------- (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 Section 240.13d-7 for other parties to whom copies of this statement are to be sent. *The remainder of this cover page shall 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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. Page 1 of 16 Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). CB Capital Investors, L.P. 13-3986302 - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) x - -------------------------------------------------------------------------------- SEC Use 3. Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC - -------------------------------------------------------------------------------- Check if Disclosure of Legal Proceedings Is Required 5. Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- Citizenship or Place of 6. Organization Delaware - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 7. Sole Voting Power 5,117,244 shares of Common Stock (2,208,152 of Number of Shares which are issuable upon exercise of a Warrant) ----------------------------------------------------------- Beneficially 8. Shared Voting Power Not applicable ----------------------------------------------------------- Owned by Each 9. Sole Dispositive Power 5,117,244 shares of Common Stock (2,208,152 of Reporting Person which are issuable upon exercise of a Warrant) ----------------------------------------------------------- With 10. Shared Dispositive Power Not applicable - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 5,117,244 shares of Common Stock (2,208,152 of which are issuable upon exercise of a Warrant) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 31.5% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- Page 2 of 16 Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 Item 1. Security and Issuer. This statement relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of Carrizo Oil & Gas, Inc. (the "Issuer"). The Issuer's principal executive offices are located at 14811 St. Mary's Lane, Suite 148, Houston, Texas 77079. Item 2. Identity and Background. This statement is being filed by CB Capital Investors, L.P., a Delaware limited partnership (hereinafter referred to as "CBCI, L.P."), whose principal office is located at 380 Madison Avenue, 12th Floor, New York, New York 10017. The general partner of CBCI, L.P. is CB Capital Investors, Inc., a Delaware corporation ("CBCI"), whose principal business office is located at the same address as CBCI, L.P. CBCI is a wholly owned subsidiary of The Chase Manhattan Bank, a New York corporation, which is a wholly owned subsidiary of The Chase Manhattan Corporation, a Delaware corporation, both of whose principal business offices are located at 270 Park Avenue, 5th Floor, New York, New York 10017. The limited partner of CBCI, L.P. is Chase Capital Partners, a New York general partnership ("CCP"), whose principal business office is located at the same address as CBCI, L.P. CCP is also the investment manager of CBCI. CBCI, L.P. and CBCI are engaged in the venture capital and leveraged buyout business. The directors of CBCI are Jeffrey C. Walker and Donald J. Hofmann. The executive officers of CBCI are Jeffrey C. Walker, Chief Executive Officer; Donald J. Hofmann, President; Mitchell J. Blutt, M.D., Secretary; and Robert C. Carroll, Assistant Secretary. Each of the individual general partners of CCP listed below are also officers of CBCI. The address for each of the directors and executive officers of CBCI, each of whom is a United States citizen, is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York, New York 10017. CCP is also engaged in the venture capital and leveraged buyout business. Set forth below are the names of each general partner of CCP who is a natural person. Each such general partner is a U.S. citizen, whose principal occupation is general partner of CCP and whose business address (except for Mr. Soghikian) is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York, New York 10017. John R. Baron Christopher C. Behrens Mitchell J. Blutt, M.D. Arnold L. Chavkin Michael R. Hannon Donald J. Hofmann Stephen P. Murray John M. B. O'Connor Brian J. Richmand Shahan D. Soghikian Jeffrey C. Walker Damion E. Wicker, M.D. Mr. Soghikian's address is c/o Chase Capital Partners, 50 California Street, Suite 2940, San Francisco, CA 94111. Jeffrey C. Walker is the managing general partner of CCP. In addition to the individuals who are general partners, the remaining general partners of CCP are Chase Capital Corporation, a New York corporation ("Chase Capital"), CCP Principals, L.P., a Delaware limited partnership ("Principals") and CCP European Page 3 of 16 Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 Principals, L.P., a Delaware limited partnership ("European Principals"), each of whose principal office is located at 380 Madison Avenue, 12th Floor, New York, New York 10017. Chase Capital is a wholly-owned subsidiary of The Chase Manhattan Corporation. The general partner of each of Principals and European Principals is Chase Capital. Chase Capital, Principals and European Principals are each engaged in the venture capital and leveraged buyout business. Set forth on Schedule A hereto and incorporated herein by reference are the names, business addresses and principal occupations or employments of each executive officer and director of Chase Capital, each of whom is a U.S. citizen. The Chase Manhattan Bank, ("Chase Bank") is a New York corporation engaged in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth on Schedule B hereto and incorporated herein by reference are the names, business addresses, principal occupations or employments and citizenship of each executive officer and director of Chase Bank. The Chase Manhattan Corporation ("Chase") is a Delaware corporation engaged (primarily through subsidiaries) in the commercial banking business with its principal office located at 270 Park Avenue, New York, New York 10017. Set forth on Schedule C hereto and incorporated herein by reference are the names, business addresses, principal occupations and employments of each executive officer and director of Chase, each of whom is a U.S. citizen. To CBCI, L.P.'s knowledge, the response to Items 2(d) and (e) of Schedule 13D is negative with respect to CBCI, L.P. and all persons to whom information is required hereunder by virtue of CBCI, L.P.'s response to Item 2. Insofar as the requirements of Items 3-6 inclusive of this Schedule 13D Statement require that, in addition to CBCI, L.P., the information called for therein should be given with respect to each of the persons listed in this Item 2, including CBCI, CCP, CCP's individual general partners, Chase Capital, Chase Capital's executive officers and directors, Principals, and Principals' controlling partner, European Principals and European Principals' controlling partner, Chase Bank and Chase Bank's executive officers and directors, Chase and Chase's executive officers and directors, the information provided in Items 3-6 with respect to CBCI, L.P. should also be considered fully responsive with respect to the aforementioned persons who have no separate interests in the Issuer's Common Stock which is required to be reported thereunder. Although the definition of "beneficial ownership" in Rule 13d-3 under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), might also be deemed to constitute these persons beneficial owners of the Issuer's Common Stock acquired by CBCI, L.P., neither the filing of this statement nor any of its contents shall be deemed an admission that any of such persons is a beneficial owner of the Issuer's Common Stock acquired by CBCI, L.P. or a member of a group together with CBCI, L.P. either for the purpose of Schedule 13D of the Exchange Act or for any other purpose with respect to the Issuer's Common Stock. Item 3. Source and Amount of Funds or Other Consideration. Transactions Involving the Issuer On December 15, 1999, CBCI, L.P. purchased 2,909,092 shares of the Issuer's Common Stock, a Warrant to purchase 2,208,152 shares of the Issuer's Common Stock and the Issuer's 9% Senior Subordinated Notes due on December 15, 2007 in the aggregate principal amount of $17,600,001, pursuant to a Securities Purchase Agreement and a Warrant Agreement, each dated as of December 15, 1999, for an aggregate purchase price of $24,000,003. Page 4 of 16 Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 Source of Funds The funds provided by CBCI, L.P. for the purchase of the Issuer's Common Stock, Warrant and 9% Senior Subordinated Notes were obtained from CBCI, L.P.'s contributed capital, which includes funds that are held available for such purpose. Item 4. Purpose of Transaction As more fully described in Item 6, pursuant to a Securities Purchase Agreement (the "Purchase Agreement") and a Warrant Agreement (the "Warrant Agreement", and collectively with the Purchase Agreement, the "Transaction Documents"), each dated as of December 15, 1999 among the Issuer, CBCI, L.P., Mellon Ventures, L.P. and certain directors of the Issuer (collectively, the "Investors"), CBCI, L.P. acquired 2,909,092 shares of the Issuer's Common Stock, a Warrant to purchase 2,208,152 shares of the Issuer's Common Stock and the Issuer's 9% Senior Subordinated Notes due on December 15, 2007 in the aggregate principal amount of $17,600,001, for an aggregate purchase price of $24,000,003. Pursuant to the Shareholders Agreement among the Issuer, the Investors and certain Original Founder Shareholders (the "Shareholders Agreement"), identified as Exhibit A hereto and incorporated herein by reference, the parties have agreed: (i) for so long as CBCI, L.P. owns at least 15% of the fully diluted Common Stock of the Issuer, to vote their shares of Common Stock to elect two nominees of CBCI, L.P. to the board of directors of the Issuer (the "Board"); (2) for so long as CBCI, L.P. owns at least 7.5% of the fully diluted Common Stock of the Issuer, to vote their shares of Common Stock to elect one nominee of CBCI, L.P. to the Board; (3) after the fifth anniversary of the execution of the Shareholders Agreement and for so long as CBCI, L.P. owns at least 15% of the fully diluted Common Stock of the Issuer and certain events have not occurred, to vote their shares of Common Stock to elect two additional nominees of CBCI, L.P. to the Board; and (4) upon an increase in the size of the Board absent certain delineated circumstances, to vote their shares to elect that number of CBCI, L.P. nominated directors necessary to maintain a certain ratio of CBCI, L.P. nominated directors to the total number of directors on the Board. Additionally, the Issuer is obligated to maintain at least three committees of the Board and CBCI, L.P. is entitled to designate a director nominated by CBCI, L.P. to be a member of each committee. Pursuant to the Shareholders Agreement, Messrs. Christopher Behrens and Arnold Chavkin were appointed to the Issuer's Board of Directors. Messrs. Behrens and Chavkin are both general partners of CCP and Vice Presidents of CBCI. The acquisition of the Issuer's securities has been made by CBCI, L.P. for investment purposes. Although CBCI, L.P. has no present intention to do so, CBCI, L.P. may make additional purchases of the Issuer's securities either in the open market or in privately negotiated transactions, including transactions with the Issuer, depending on an evaluation of the Issuer's business prospects and financial condition, the market for the securities, other available investment opportunities, money and stock market conditions and other future developments. Depending on these factors, CBCI, L.P. may decide to sell all or part of its holdings of the Notes, the Common Stock and the Warrant in one or more public or private transactions. Except as set forth in this Item 4, CBCI, L.P. has no present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4. However, CBCI, L.P. reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, a sale or transfer of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Issuer's Common Page 5 of 16 Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 Stock to cease to be listed on the NASDAQ or causing the Issuer's Common Stock to become eligible for termination of registration, under Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Item 5. Interest in Securities of the Issuer. CBCI, L.P. may be deemed the beneficial owner of 5,117,244 shares of the Issuer's Common Stock. CBCI, L.P.'s deemed beneficial ownership represents 31.5% of the Issuer's Common Stock as of December 15, 1999. CBCI, L.P. has sole voting power and dispositive power with respect to its shares of the Issuer's Common Stock. Except as reported in Item 6 below and incorporated herein by reference, there have been no transactions in the Common Stock during the past sixty days which are required to be reported herein. No person other than CBCI, L.P. has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the Common Stock owned beneficially by CBCI, L.P. In connection with the transaction reported hereunder, CBCI, L.P. entered into certain agreements with the Issuer as well as with other Investors and Founding Shareholders. The terms of these agreements provide generally that CBCI, L.P., the other Investors and certain Founding Shareholders agree to certain restrictions on the transferability of the Common Stock held by such parties and that the Issuer agrees with CBCI, L.P., the other Investors and certain Founding Shareholders to provide certain registration rights under the Securities Act of 1933, as amended. Prior to the reported transaction, CBCI, L.P. had no contractual or other relationship with the other Investors, the Founding Shareholders or others with respect to beneficial ownership of the Issuer's Common Stock. 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(d) and 13(g) of the Exchange Act, of all equity securities of the Company beneficially owned by such parties. Such parties would be deemed to beneficially own an aggregate of 12,689,556 shares of the Issuer's Common Stock, or approximately 75.1% of the total number of outstanding shares of the Issuer's Common Stock. CBCI, L.P. disclaims the beneficial ownership of any of the Issuer's securities owned by any other party, including the parties to the Shareholders Agreement. CBCI, L.P. disclaims that it is a member of a group with any other persons either for purposes of this Schedule 13D or for any other purpose related to its beneficial ownership of the Issuer's securities. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Reference is made to the information disclosed under Items 3 and 4 of this Schedule 13D which is incorporated by reference in response to this Item 6. In addition to such information, the following contracts, arrangements, understandings or relationships are reported hereunder. The Purchase Agreement, identified as Exhibit B hereto and incorporated herein by reference and the Shareholders Agreement prohibit the Investors from transferring their securities to any competitor of the Issuer. The Purchase Agreement provides that the Investors shall have access to certain of the records of the Issuer and that the Issuer shall furnish certain of its financial reports to each of the Investors. The Issuer covenants that it shall, among other things and subject to certain exceptions, pay its taxes, preserve its corporate existence, maintain and preserve its properties and inform the Investors of the creation or acquisition of any direct or indirect subsidiaries. The Issuer also covenants that it shall not, among other things, permit to exist any indebtedness, liens or investments other than that expressly allowed for in the Purchase Agreement, change the nature of its business, merge or consolidate with any other Person, sell or acquire all or substantially all of the assets of the Issuer or other Person, pay dividends, make distributions or make capital Page 6 of 16 Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 expenditures other than those expressly allowed for in the Purchase Agreement, engage in transactions with any of its Affiliates other than certain delineated exceptions, or fail to meet certain delineated financial performance requirements. The Warrant Agreement dated as of December 15, 1999 among the Issuer and the Investors and Warrant No. 6 dated as of December 15 by the Issuer to CBCI, L.P., identified as Exhibits C and D hereto respectively and incorporated herein by reference, grant CBCI, L.P. the right to purchase up to 2,208,152 shares of Common Stock, subject to certain adjustments. The Warrant is immediately exercisable at the exercise price of $2.20 per share (subject to certain adjustments) and will expire on December 15, 2007. The Shareholders Agreement grants the certain Investors preemptive rights with respect to any future offering or issuance of securities. The Shareholders Agreement also grants certain investors the right to participate in certain sales or transfers of shares held by the Founding Shareholders. The Issuer and the Investors entered into a Registration Rights Agreement, identified as Exhibit E hereto and incorporated herein by reference, which grants the Investors certain rights with respect to registration under the Securities Act of 1933, as amended. Under the terms of the Registration Rights Agreement, a majority of the Investors may demand that the Issuer register shares held by the Investors and a majority of the Investors may require the Issuer to file a shelf registration statement, which statement shall qualify as a demand registration of the Investors. The Registration Rights Agreement also grants "piggy-back" rights to the Investors to participate in certain registration statements filed by the Issuer. Item 7. Material to be Filed as Exhibits Exhibit A * Shareholders Agreement dated as of December 15, 1999, among Carrizo Oil & Gas, Inc., CB Capital Investors, L.P., Mellon Ventures, L.P., S. P. Johnson, IV, Frank A. Wojtek, Douglas A. P. Hamilton, Paul B. Loyd, Jr., Steven A. Webster and DAPHAM Partnership, L.P. Exhibit B * Securities Purchase Agreement dated as of December 15, 1999, among Carrizo Oil & Gas, Inc., CB Capital Investors, L.P., Mellon Ventures, L.P., Douglas A. P. Hamilton, Paul B. Loyd, Jr. and Steven A. Webster. Exhibit C * Warrant Agreement dated as of December 15, 1999, among Carrizo Oil & Gas, Inc., CB Capital Investors, L.P., Mellon Ventures, L.P., Douglas A. P. Hamilton, Paul B. Loyd, Jr. and Steven A. Webster. Exhibit D Warrant No. 6, dated as of December 15, 1999, issued by Carrizo Oil & Gas, Inc. to CB Capital Investors, L.P. Exhibit E * Registration Rights Agreement dated as of December 15, 1999, among Carrizo Oil & Gas, Inc., CB Capital Investors, L.P. and Mellon Ventures, L.P. * Incorporated herein by reference to the Issuer's Form 8-K filed on December 22, 1999. SCHEDULE A Item 2 information for executive officers and directors of Chase Capital Corporation. Page 7 of 16 Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 SCHEDULE B Item 2 information for executive officers and directors of The Chase Manhattan Bank. SCHEDULE C Item 2 information for executive officers and directors of The Chase Manhattan Corporation. Page 8 of 16 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. CB CAPITAL INVESTORS, L.P. By: CB Capital Investors, Inc., Its General Partner By:/s/ Christopher C. Behrens -------------------------------------------- Name: Christopher C. Behrens Title: General Partner December 23, 1999 - --------------------------- Date Page 9 of 16 EX-7.(A) 2 SCHEDULE A Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 SCHEDULE A CHASE CAPITAL CORPORATION ------------------------- Executive Officers ------------------ Chairman & Chief Executive Officer William B. Harrison, Jr.* President Jeffrey C. Walker** Executive Vice President Mitchell J. Blutt, M.D.** Vice President & Secretary Gregory Meridith* Assistant Secretary Robert C. Carroll* Assistant Secretary Anthony J. Horan* Assistant Secretary Denise G. Connors* Directors --------- William B. Harrison, Jr.* Jeffrey C. Walker** - ------------------------ * Principal occupation is employee and/or officer of Chase. Business address is c/o The Chase Manhattan Corporation, 270 Park Avenue, New York, New York 10017. ** Principal occupation is employee of Chase and/or general partner of Chase Capital Partners. Business address is c/o Chase Capital Partners, 380 Madison Avenue, 12th Floor, New York, NY 10017. Page 10 of 16 EX-7.(B) 3 SCHEDULE B Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 SCHEDULE B THE CHASE MANHATTAN BANK ------------------------ Executive Officers* ------------------- Walter V. Shipley, Chairman of the Board Thomas G. Labrecque, President William B. Harrison, Jr., Vice Chairman of the Board Donald L. Boudreau, Vice Chairman of the Board Marc Shapiro, Vice Chairman of the Board Joseph G. Sponholz, Vice Chairman of the Board John J. Farrell, Director, Human Resources Frederick W. Hill, Director Corporate Marketing and Communication William H. McDavid, General Counsel Directors** ----------- Principal Occupation or Employment; Name Business or Residence Address ---- ----------------------------- Hans W. Becherer Chairman of the Board Chief Executive Officer Deere & Company 8601 John Deere Road Moline, IL 61265 - ------------------------------------------------------------------------------- Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation 959 Eighth Avenue New York, NY 10019 - ------------------------------------------------------------------------------- Susan V. Berresford President The Ford Foundation 320 East 43rd Street New York, NY 10017 - ------------------------------------------------------------------------------- M. Anthony Burns Chairman, President and CEO Ryder System, Inc. 3600 N.W. 82nd Avenue Miami, FL 33166 - ------------------------ * Principal occupation is executive officer and/or employee of The Chase Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017. Each executive officer of Chase is a U.S. citizen. ** Each of the persons named below is a citizen of the United States of America. Page 11 of 16 Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 H. Laurance Fuller Chairman of the Board and Chief Executive Officer Amoco Corporation 200 East Randolph Drive Chicago, IL 60601 - ------------------------------------------------------------------------------- Melvin R. Goodes Chairman of the Board and Chief Executive Officer Warner-Lambert Company 201 Tabor Road Morris Plains, NJ 07950 - ------------------------------------------------------------------------------- William H. Gray, III President and Chief Executive Officer The College Fund/UNCF 8260 Willow Oaks Corporate Drive P.O. Box 10444 Fairfax, VA 22031 - ------------------------------------------------------------------------------- George V. Grune Chairman of the Board and Chief Executive Officer The Reader's Digest Association, Inc. Chairman of the Board The DeWitt Wallace-Reader's Digest Fund Lila Wallace-Reader's Digest Fund Reader's Digest Road Pleasantville, NY 10570 - ------------------------------------------------------------------------------- William B. Harrison, Jr. Vice Chairman of the Board The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, NY 10017-2070 - ------------------------------------------------------------------------------- Harold S. Hook Retired Chairman of the Board American General Corporation 2929 Allen Parkway Houston, TX 77019 - ------------------------------------------------------------------------------- Helene L. Kaplan Of Counsel Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue - Room 29-72 New York, NY 10022 - ------------------------------------------------------------------------------- Thomas G. Labrecque President The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, NY 10017-2070 - ------------------------------------------------------------------------------- Henry B. Schacht Retired Chairman of the Board and Chief Executive Officer Lucent Technologies, Inc. 600 Mountain Avenue - Room 6A511 Murray Hill, NJ 07974 - ------------------------------------------------------------------------------- Walter V. Shipley Chairman of the Board The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, NY 10017-2070 Page 12 of 16 Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 - ------------------------------------------------------------------------------- Andrew C. Sigler Retired Chairman of the Board and Chief Executive Officer Champion International Corporation 1 Champion Plaza Stamford, CT 06921 - ------------------------------------------------------------------------------- John R. Stafford Chairman, President and Chief Executive Officer American Home Products Corporation Five Giralda Farms Madison, NJ 07940 - ------------------------------------------------------------------------------- Marina v.N. Whitman Professor of Business Administration and Public Policy The University of Michigan School of Public Policy 411 Lorch Hall, 611 Tappan Street Ann Arbor, MI 48109-1220 - ------------------------------------------------------------------------------- Page 13 of 16 EX-7.(C) 4 SCHEDULE C Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 SCHEDULE C THE CHASE MANHATTAN CORPORATION ------------------------------- Executive Officers* ------------------- Walter V. Shipley, Chairman of the Board William B. Harrison, Jr., President and Chief Executive Officer Donald L. Boudreau, Vice Chairman James B. Lee, Jr., Vice Chairman Denis J. O'Leary, Executive Vice President Marc J. Shapiro, Vice Chairman Joseph G. Sponholz, Vice Chairman John J. Farrell, Director, Human Resources Frederick W. Hill, Director Corporate Marketing and Communication William H. McDavid, General Counsel Directors** ----------- Principal Occupation or Employment; Name Business or Residence Address - ---- ----------------------------- Hans W. Becherer Chairman of the Board Chief Executive Officer Deere & Company 8601 John Deere Road Moline, IL 61265 - ----------------------------------------------------------------------------- Frank A. Bennack, Jr. President and Chief Executive Officer The Hearst Corporation 959 Eighth Avenue New York, New York 10019 - ----------------------------------------------------------------------------- Susan V. Berresford President The Ford Foundation 320 E. 43rd Street New York, New York 10017 - ----------------------------------------------------------------------------- M. Anthony Burns Chairman of the Board, President and Chief Executive Officer Ryder System, Inc. 2800 N.W. 82nd Avenue Miami, Florida 33166 - ----------------------------------------------------------------------------- - ------------------------ * Principal occupation is executive officer and/or employee of The Chase Manhattan Bank. Business address is c/o The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017. Each executive officer of Chase is a U.S. citizen. ** Each of the persons named below is a citizen of the United States of America. Page 14 of 16 Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 H. Laurence Fuller Co-Chairman of the Board and Chief Executive Officer Amoco Corporation 200 East Randolph Drive Chicago, Illinois 60601 - ----------------------------------------------------------------------------- William H. Gray, III President and Chief Executive Officer The College Fund/UNCF 9860 Willow Oaks Corporate Drive P.O. Box 10444 Fairfax, Virginia 22031 - ----------------------------------------------------------------------------- William B. Harrison, Jr. President and Chief Executive Officer The Chase Manhattan Corporation 270 Park Avenue, 8th Floor New York, New York 10017-2070 - ----------------------------------------------------------------------------- Harold S. Hook Retired Chairman and Chief Executive Officer American General Corporation 2929 Allen Parkway Houston, Texas 77019 - ----------------------------------------------------------------------------- Helene L. Kaplan Of Counsel Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue - Room 29-72 New York, New York 10022 - ----------------------------------------------------------------------------- Thomas G. Labrecque Retired President and Chief Operating Officer The Chase Manhattan Corporation 270 Park Avenue New York, New York 10017 - ----------------------------------------------------------------------------- Henry B. Schacht Director and Senior Advisor E.M. Warburg, Pincus & Co., LLC 466 Lexington Avenue, 10th Floor New York, New York 10017 - ----------------------------------------------------------------------------- Walter V. Shipley Chairman of the Board The Chase Manhattan Corporation 270 Park Avenue New York, New York 10017 - ----------------------------------------------------------------------------- Andrew C. Sigler Retired Chairman of the Board and Chief Executive Officer Champion International Corporation One Champion Plaza Stamford, Connecticut 06921 - ----------------------------------------------------------------------------- John R. Stafford Chairman, President and Chief Executive Officer American Home Products Corporation 5 Giralda Farms Madison, New Jersey 07940 - ----------------------------------------------------------------------------- Page 15 of 16 Issuer: Carrizo Oil & Gas, Inc. CUSIP Number: 144577 10 3 Marina v.N. Whitman Professor of Business Administration and Public Policy The University of Michigan School of Public Policy 411 Lorch Hall, 611 Tappan Street Ann Arbor, MI 48109-1220 - ----------------------------------------------------------------------------- Page 16 of 16 EX-7.(D) 5 COMMON STOCK PURCHASE WARRANT EXHBIT D THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECURITIES PURCHASE AGREEMENT DATED AS OF DECEMBER 15, 1999, AMONG THE ISSUER HEREOF AND CERTAIN OTHER SIGNATORIES THERETO, AND NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, THE ISSUER HEREOF HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF THE HOLDER HEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A SHAREHOLDERs AGREEMENT DATED AS OF DECEMBER 15 1999, AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY") AND CERTAIN OF THE COMPANY'S SHAREHOLDERs. THE TERMS OF SUCH SHAREHOLDERs AGREEMENT INCLUDE, AMONG OTHER THINGS, VOTING AGREEMENTS AND RESTRICTIONS ON TRANSFERS. COPIES OF THE SECURITIES PURCHASE AGREEMENT AND THE SHAREholders AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST. CARRIZO OIL & GAS, INC. No. W-6 Warrant to Purchase 2,208,152 Shares of Common Stock December 15, 1999 Common Stock Purchase Warrant ----------------------------- THIS CERTIFIES that, for value received, CB Capital Investors, L.P. (the "Holder"), or assigns, is entitled to purchase from Carrizo Oil & Gas, Inc., a Texas corporation (the "Company"), 2,208,152 shares of the Common Stock, $.01 par value (the "Common Stock"), of the Company, at the price (the "Exercise Price") of $2.20 per share, at any time or from time to time during the period commencing on the date hereof and ending at 5:00 P.M. Eastern time, on December 15, 2007 (the "Expiration Time"). This Warrant has been issued pursuant to the Warrant Agreement (as amended or supplemented from time to time, the "Warrant Agreement") dated as of December 15, 1999, between the Company and the Initial Holders named therein, and is subject to the terms and conditions, and the Holder is entitled to the benefits, thereof, including without limitation provisions (i) for adjusting the number of Warrant Shares issuable upon the exercise hereof and the Exercise Price to be paid upon such exercise and (ii) providing certain other rights. A copy of the Warrant Agreement is on file and may be inspected at the principal executive office of the Company. The Holder of this certificate, by acceptance of this certificate, agrees to be bound by the provisions of the Warrant Agreement. Capitalized terms used but not defined herein shall have the meanings given to them in the Warrant Agreement. SECTION 1. Exercise of Warrant. On any Business Day prior to the Expiration Time, the Holder may exercise this Warrant, in whole or in part, by delivering to the Company this Warrant accompanied by a properly completed Exercise Form in the form of Annex A and a check in an aggregate amount equal to the product obtained by multiplying (a) the Exercise Price by (b) the number of Warrant Shares being purchased. Any partial exercise of a Warrant shall be for a whole number of Warrant Shares only. SECTION 2. Exercise Price. The Exercise Price is subject to adjustment from time to time as provided in the Warrant Agreement. SECTION 3. Exchange of Warrant. On any Business Day prior to the Expiration Date, the Holder may exchange this Warrant, in whole or in part, for Warrant Shares by delivering to the Company this Warrant accompanied by a properly completed Exchange Form in the form of Annex B. The number of shares of Common Stock to be received by the Holder upon such exchange shall be determined as provided in Section 4.2 of the Warrant Agreement. SECTION 4. Transfer. Subject to the limitations set forth in the Warrant Agreement, this Warrant may be transferred by the Holder by delivery to the Company of this Warrant accompanied by a properly completed Assignment Form in the form of Annex C. SECTION 5. Lost, Stolen, Mutilated or Destroyed Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will issue a new Warrant of like denomination and tenor upon compliance with the provisions set forth in the Warrant Agreement. SECTION 6. No Shareholder Rights. This Warrant shall not entitle the holder hereof to any voting rights or, except as otherwise provided in the Warrant Agreement, other rights of a shareholder of the Company, as such. SECTION 7. Successors. All of the provisions of this Warrant by or for the benefit of the Company or the Holder shall bind and inure to the benefit of their respective successors and assigns. SECTION 8. Headings. Section headings in this Warrant have been inserted for convenience of reference only and shall not affect the construction of, or be taken into consideration in interpreting, this Warrant. SECTION 9. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS EXCEPT TO THE EXTENT THAT THE NEW YORK CONFLICTS OF LAWS PRINCIPLES WOULD APPLY THE APPLICABLE LAWS OF THE STATE OF TEXAS TO INTERNAL MATTERS RELATING TO CORPORATIONS ORGANIZED THEREUNDER). EXHIBIT D IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officers and this Warrant to be dated as of the date first set forth above. CARRIZO OIL & GAS, INC. By: /s/ S.P. Johnson, IV --------------------------------- S.P. Johnson, IV Chief Executive Officer and President ATTEST: By: ---------------------------------- Frank Wojtek Chief Financial Officer and Vice President ANNEX A EXERCISE FORM [To be signed upon exercise of Warrant] TO CARRIZO OIL & GAS, INC. The undersigned, being the Holder of the within Warrant, hereby elects to exercise the purchase right represented by such Warrant for, and to purchase thereunder _________ shares of, the Common Stock of CARRIZO OIL & GAS, INC. (the "Company") and requests that the certificates for such shares be issued in the name of, and be delivered to, _____________________________, whose address is __________________________________ ______________________________. The undersigned warrants to the Company that the undersigned (a) is not acquiring the Warrant Shares with a view to transfer such Warrant Shares in violation of the Securities Act of 1933, as amended (the "Securities Act"), (b) acknowledges that the issuance of the Warrant Shares has not been registered under the Securities Act and the Warrant Shares may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption therefrom is available and (c) is an "accredited investor" within the meaning of Regulation D under the Securities Act. The foregoing exercise is (check one): ______ Irrevocable ______ conditioned upon the consummation of the transaction described briefly below: --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- Dated: ------------------------------ (Signature) ------------------------------ (Address) ANNEX B EXCHANGE FORM [To be signed upon exercise of Warrant] TO CARRIZO OIL & GAS, INC. The undersigned, being the Holder of the within Warrant, hereby irrevocably elects to exchange, pursuant to Section 4.2 of the Warrant Agreement referred to in such Warrant, the portion of such Warrant representing the right to purchase _________ shares of Common Stock of CARRIZO OIL & GAS, INC. (the "Company"). The undersigned hereby requests that the certificates for the number of shares of Common Stock issuable in such exchange pursuant to such Section 4.2 be issued in the name of, and be delivered to, _____________, whose address is ________________________________________. The undersigned warrants to the Company that the undersigned (a) is not acquiring the Warrant Shares with a view to transfer such Warrant Shares in violation of the Securities Act of 1933, as amended (the "Securities Act"), (b) acknowledges that the issuance of the Warrant Shares has not been registered under the Securities Act and the Warrant Shares may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption therefrom is available and (c) is an "accredited investor" within the meaning of Regulation D under the Securities Act. The foregoing exchange is (check one): irrevocable - ------ conditioned upon the consummation of the transaction described briefly below: - ------ --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- --------------------------------------------------------------- Dated: ------------------------------ (Signature) ------------------------------ (Address) EXHIBIT D ANNEX C ASSIGNMENT FORM [To be signed only upon transfer of Warrant] For value received, the undersigned hereby sells, assigns and transfers unto _________________________, all of the rights represented by the within Warrant to purchase shares of Common Stock of CARRIZO OIL & GAS, INC. (the "Company"), to which such Warrant relates, and appoints ________________________ Attorney to transfer such Warrant on the books of the Company, with full power of substitution in the premises. Dated: -------------------------------- (Signature) -------------------------------- (Address) -----END PRIVACY-ENHANCED MESSAGE-----