-----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, ANMUEiXIE8XQcwo4nlDpPVf0Uk1AltMWmtbaGQYTIrjRT2BFW30P3Rb/t74B+avd aTxpbhlxECQqnR90Gds+Yw== 0000950129-02-003728.txt : 20020725 0000950129-02-003728.hdr.sgml : 20020725 20020725165214 ACCESSION NUMBER: 0000950129-02-003728 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020725 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51465 FILM NUMBER: 02711106 BUSINESS ADDRESS: STREET 1: 14701 ST MARYS LANE STREET 2: STE 800 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2814961352 MAIL ADDRESS: STREET 1: 14701 ST MARYS LANE STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77079 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WOJTEK FRANK A CENTRAL INDEX KEY: 0001044565 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 14811 ST MARYS LANE STREET 2: SUITE 148 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2814961362 MAIL ADDRESS: STREET 1: 14811 ST MARYS LANE STREET 2: SUITE 148 CITY: HOUSTON STATE: TX ZIP: 77079 SC 13D/A 1 h98533sc13dza.txt FRANK A WOJTEK F/CARRIZO OIL & GAS INC - AMEND.#4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 4) 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) Frank A. Wojtek Carrizo Oil & Gas, Inc. 14701 St. Mary's Lane, Suite 800 Houston, Texas 77079 (281) 496-1352 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 12, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page should be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 SCHEDULE 13D CUSIP NO. 144577 10 3 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frank A. Wojtek - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5 CHECK BOX 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,125,555 Shares (33,334 of which are issuable upon the NUMBER OF exercise of certain options) SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 Shares REPORTING ----------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 1,125,555 Shares (33,334 of which are issuable upon the exercise of certain options) ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 Shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,125,555 Shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 2 INTRODUCTORY NOTE. This Amendment No. 4 to Schedule 13D is being filed on behalf of Frank A. Wojtek ("Mr. Wojtek") 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. Wojtek on January 8, 1998 and amended by Amendment No. 1 dated December 15, 1999, Amendment No. 2 dated April 12, 2001 and Amendment No. 3 dated February 20, 2002 (as so amended, the "Original Statement"), with respect to the Common Stock, par value $.01 per share (the "Common Stock"), of the Company. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Statement. ITEM 4. PURPOSE OF TRANSACTION As described in Amendment No. 2, on April 12, 2001, Mr. Wojtek adopted a written plan pursuant to rule 10b5-1 (the "10b5-1 Plan") under the Securities Exchange Act of 1934 pursuant to which Mr. Wojtek has sold shares of Common Stock and may continue to do so until April 12, 2003, subject to the terms and conditions in the plan, including whether the market price of the Common Stock meets or exceeds specified targets. On July 12, 2002, Mr. Wojtek adopted an amendment to the 10b5-1 Plan (the "10b5-1 Plan Amendment") lowering those specified targets. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As of July 25, 2002, Mr. Wojtek beneficially owns an aggregate of 1,125,555 shares of Common Stock (approximately 7.9% of the 14,209,383 shares deemed to be outstanding as of July 12, 2002 (consisting of 14,176,049 shares of Common Stock and 33,334 options that are exercisable within 60 days)). Mr. Wojtek 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 2002 Shareholders Agreement and the Shareholders Agreement dated December 15, 1999 as described in the Original Statement). The description of the 10b5-1 Plan Amendment does not purport to be complete and is qualified in its entirety by the provisions of the 10b5-1 Plan Amendment, a copy of which has been filed as Exhibit 32, and which is incorporated by reference herein. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 32 Amendment to Rule 10b5-1 Sales Plan of Frank A. Wojtek, dated July 12, 2002 3 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: July 25, 2002. /s/ Frank A. Wojtek ----------------------------------------- Frank A. Wojtek 4 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 32 Amendment to Rule 10b5-1 Sales Plan of Frank A. Wojtek, dated July 12, 2002 EX-99.32 3 h98533exv99w32.txt AMENDMENT TO RULE 10B5-1 SALES PLAN OF F. WOJTEK EXHIBIT 32 AMENDMENT TO RULE 10b5-1 TRADING PLAN The Sales Plan dated April 12, 2001 (the "Sales Plan") entered into between Frank Wojtek ("Seller") and UBS PaineWebber Inc. ("UBS PaineWebber"), acting as agent, for the purpose of establishing a trading plan that complies with Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is amended as follows, with the consent of UBS PaineWebber: 1. Exhibit A to the Sales Plan is amended such that the limit price (within table) as referenced in paragraph 3 is changed to comply with the limit prices listed in the below table.
REPORTED PRICE OF OPENING REPORTED MARKET TRANSACTION IN THE STOCK NUMBER OF SHARES - -------------------------------------------------------------------------------- If the Price is below $ 5.60 None - -------------------------------------------------------------------------------- If the price is between $ 5.60 and $ 6.49 1,000 shares per week - -------------------------------------------------------------------------------- If the price is between $ 6.50 and $ 7.99 2,000 shares per week - -------------------------------------------------------------------------------- If the price is between $ 8.00 and $ 9.99 10,000 shares per week - -------------------------------------------------------------------------------- If the price is above $10.00 Maximum number of shares available under the Plan, subject to Rule 144 volume limitations - --------------------------------------------------------------------------------
Seller certifies that the representations and warranties of Seller contained in the Sales Plan are true at and as of the date hereof as if made at and as of such date. Seller has obtained a new Issuer Certificate in the form of Exhibit B. /s/ Frank Wojtek 7/12/02 - ------------------------------ Frank Wojtek /s/ Timothy Kelly - ------------------------------------ UBS PaineWebber Incorporated Name: Timothy Kelly Title: Senior Vice President EXHIBIT B THIS EXHIBIT B MAY NOT BE AMENDED EXCEPT IN ACCORDANCE WITH THE SALES PLAN. ISSUER CERTIFICATE 1. Issuer ("Issuer") certifies that it has approved, and retained a copy of, the Sales Plan dated April 12, 2001 (the "Sales Plan") between Seller ("Seller") and UBS PaineWebber Incorporated ("UBS PaineWebber") relating to the common stock, par value $.01 per share, of Issuer (the "Stock") and the Amendment to Rule 10b5-1 Sales Plan dated as of July 10, 2002 (together, the "Amended Sales Plan"). 2. The sales to be made by UBS PaineWebber for the account of Seller pursuant to the Amended Sales Plan will not violate Issuer's insider trading policies, and, to the best of Issuer's knowledge, there are no legal, contractual or regulatory restrictions applicable to Seller or Seller's affiliates as of the date of this representation that would prohibit either Seller from entering into the Sales Plan or any sales pursuant to the Sales Plan. 3. During the Plan Sales Period, Issuer agrees to provide notice as soon as practicable to UBS PaineWebber in the event of: (a) a Qualifying Securities Offering and of the corresponding Suspension Date and Resumption Date (each as defined in the Sales Plan); or (b) a legal, contractual or regulatory restriction applicable to Seller or Seller's affiliates that would prohibit any sale pursuant to the Sales Plan (other than any such restriction relating to Seller's possession or alleged possession of material, nonpublic information about issuer or its securities, except as provided in paragraph 3(b)(ii) below). Such restrictions shall include, without limitation, any restriction related to: (i) a merger or acquisition to be accounted for as "pooling of interests," and Issuer has been advised by its independent accountants that the contemplated business combination will not be accounted for as a "pooling of interests" if sales pursuant to the Sales Plan do not cease or (ii) Seller's possession of material, nonpublic information in connection with a tender offer for Issuer's securities, transaction on the basis of which would violate Rule 14e-3 of the Exchange Act. Such notice shall be provided by facsimile to Sean Huss at UBS PaineWebber, at 212-821-5536 and shall indicate the anticipated duration of the restriction but shall not include any other information about the nature of the restriction or its applicability to Seller. In any event, Issuer shall not communicate any material nonpublic information about Issuer or its securities to UBS PaineWebber with respect to the Sales Plan. 4. To avoid delays in connection with transfers of stock certificates and settlement of transactions under the Sales Plan, and in acknowledgment of UBS PaineWebber's agreement in paragraph 6(b) of the Sales Plan that sales of Stock under the Sales Plan will be effected in compliance with Rule 144, Issuer agrees that it will, immediately upon Seller's directing delivery of Stock into an account at UBS PaineWebber in the name of and for the benefit of Seller, instruct its transfer agent to process the transfer of shares and issue a new certificate to Seller that does not bear any legend or statement restricting its transferability to a buyer. Dated: 7/12/02 By: /s/ S.P. Johnson IV -------------------------- S.P. Johnson IV President -----END PRIVACY-ENHANCED MESSAGE-----