-----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, K6vIgKp7XMDWKfzqBIXfFDZgy01uGhksk8KuPTz8GjK6XgqUOAtkCNG8ggfIvtNq P808ibEKcOxVEUgTWV8kFA== 0000950129-97-003472.txt : 19970822 0000950129-97-003472.hdr.sgml : 19970822 ACCESSION NUMBER: 0000950129-97-003472 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970821 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 005-51465 FILM NUMBER: 97667666 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: HAMILTON DOUGLAS A P CENTRAL INDEX KEY: 0001044668 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 462 BROADWAY SECOND FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 BUSINESS PHONE: 2122193935 MAIL ADDRESS: STREET 1: 462 BROADWAY SECOND FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 SC 13D 1 CARRIZO OIL & GAS, INC. (DOUGLAS A.P. HAMILTON) 1 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, par value $.01 per share ________________________________________________________________________________ (Title of Class of Securities) 144577 10 3 ________________________________________________________________________________ (CUSIP Number) Douglas A.P. Hamilton 462 Broadway, Second Floor New York, New York 10013 (212) 219-3935 ________________________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 11, 1997 ________________________________________________________________________________ (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). 2 CUSIP No. 144577 10 3 - ------------------------------------------------------------------------------------------------------------------------- (1) Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person Douglas A.P. Hamilton - ------------------------------------------------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ------------------------------------------------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------------------------------------------------- (4) Source of Funds OO - ------------------------------------------------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States of America - ------------------------------------------------------------------------------------------------------------------------- Number of (7) Sole Voting Power 1,000,796 Shares Shares Bene- ____________________________________________________________ ficially (8) Shared Voting Power 0 Shares Owned by ____________________________________________________________ Each Report- (9) Sole Dispositive Power 1,000,796 Shares ing Person ____________________________________________________________ With (10) Shared Dispositive Power 0 Shares - ------------------------------------------------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,796 Shares - ------------------------------------------------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - ------------------------------------------------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 10.0% - ------------------------------------------------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN
-2- 3 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 Douglas A.P. Hamilton ("Mr. Hamilton"). The business address of Mr. Hamilton is 462 Broadway, Second Floor, New York, New York 10013. Mr. Hamilton is a citizen of the United States of America, and his principal occupation and employment is acting as President of Anatar Investments, Inc. ("Anatar"). The principal business of Anatar is to make diversified investments in oil and gas and offshore contract drilling, and the address of Anatar's principal executive offices is 462 Broadway, Second Floor, New York, New York 10013. During the last five years, Mr. Hamilton 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. -3- 4 ITEM 4. PURPOSE OF TRANSACTION Mr. Hamilton 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"), Paul B. Loyd, Jr., Steven A. Webster, S.P. Johnson IV, Mr. 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. Hamilton 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. Hamilton. Mr. Hamilton 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. Hamilton. On August 11, 1997, the Company granted options for 10,000 shares of Common Stock to Mr. Hamilton 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. Hamilton 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 -4- 5 markets and general economic and industry conditions. Mr. Hamilton may in the future take such 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. Hamilton 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. Hamilton 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. Hamilton 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. Hamilton 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. Hamilton (the "Lock-up Agreement"), a copy of which has -5- 6 been filed as Exhibit 4 hereto and is incorporated herein by reference, delivered pursuant to the Underwriting Agreement of the Company dated August 5, 1997, Mr. Hamilton 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. Hamilton 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. Hamilton beneficially owns an aggregate of 1,000,796 shares of Common Stock (approximately 10.0% 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. Hamilton has the sole power to vote and dispose of the shares of Common Stock beneficially owned by him. Mr. Hamilton is among the beneficiaries of a charitable remainder trust that is the limited partner of DAPHAM Partnership L.P., which beneficially owns 395,960 shares of Common Stock. See Item 6, Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer, for a discussion of Mr. Hamilton's options. -6- 7 Except as set forth in this Schedule 13D, to the best of Mr. Hamilton's knowledge, he has not effected any transaction in Common Stock during the past sixty days. 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. Hamilton 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. Hamilton, 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 -7- 8 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. The current directors of the Company are S.P. Johnson IV, Frank A. Wojtek, Steven A. Webster, Paul B. Loyd, Jr. and Mr. 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. Hamilton. 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. Hamilton 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. Hamilton 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. Hamilton pursuant to the Combination Agreement (subject to certain -8- 9 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 Agreement restricts the disposition by Mr. Hamilton 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, Paul B. Loyd, Jr., Steven A. Webster, S. P. Johnson IV, Mr. 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 -9- 10 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 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, Paul B. Loyd, Jr., Steven A. Webster, S. P. Johnson IV, Mr. 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. Hamilton. -10- 11 Exhibit 5 Registration Rights Agreement by and among the Company, Paul B. Loyd, Jr., Steven A. Webster, S. P. Johnson IV, Mr. 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)). -11- 12 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/ Douglas A.P. Hamilton ----------------------------- Douglas A.P. Hamilton -12- 13 EXHIBIT INDEX Exhibit 4 Lock-up Agreement dated July 31, 1997 of Mr. Hamilton. EX-99.4 2 LOCK-UP AGREEMENT DATED - 7/31/97 1 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; 2 (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, Douglas A.P. Hamilton /s/ DOUGLAS A.P. HAMILTON (Name - Please Type) 462 Broadway Second Floor New York, New York 10013 (Address) (Social Security No.) Number of shares of Common Stock owned: 1,000,796 Certificate Numbers: _________________________ _________________________ Number of shares of Common Stock issuable upon exercise of stock options: ___________________________________ -----END PRIVACY-ENHANCED MESSAGE-----