-----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, OomGeAlJjmTST2LTLSc28dMlYHWphVQWv0gKHM69ORmvWFcN9oHOl3gWTv/LDeLE P71O8SuGWDsZQQruL3cWQA== 0000950129-04-001872.txt : 20040405 0000950129-04-001872.hdr.sgml : 20040405 20040405170214 ACCESSION NUMBER: 0000950129-04-001872 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040405 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: 04718184 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: JOHNSON S P IV CENTRAL INDEX KEY: 0001044584 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: 2814961352 MAIL ADDRESS: STREET 1: 14811 ST MARYS LANE STREET 2: SUITE 148 CITY: HOUSTON STATE: TX ZIP: 77079 SC 13D/A 1 h14243bsc13dza.txt S.P. JOHNSON IV FOR CARRIZO OIL & GAS, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 5) 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) S. P. Johnson IV 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) February 11, 2004 - -------------------------------------------------------------------------------- (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 CUSIP NO. 144577 10 3 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.P. Johnson IV - -------------------------------------------------------------------------------- 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 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 NUMBER OF 703,890 shares (171,667 of which are issuable upon the SHARES exercise of certain options) BENEFICIALLY ----------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 shares PERSON ----------------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 703,890 shares (171,667 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 703,890 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 3.79% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 2 INTRODUCTORY NOTE. This Amendment No. 5 to Schedule 13D is being filed on behalf S. P. Johnson IV ("Mr. Johnson") 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. Johnson on August 21, 1997 and amended by Amendment No. 1 filed on October 16, 1997, Amendment No. 2 filed on January 13, 1998, Amendment No. 3 filed on January 6, 2000, and Amendment No. 4 filed on April 4, 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 On December 29, 2003, Mr. Johnson made a charitable gift of 10,000 shares of Common Stock. On February 11, 2004, Mr. Johnson sold 75,000 shares of Common Stock pursuant to the Underwriting Agreement dated February 5, 2004 (the "Underwriting Agreement") by and among the Company, CIBC World Markets Corp., First Albany Capital, Inc., Hibernia Southcoast Capital, Inc., and Johnson Rice & Company L.L.C., as representative of the several underwriters named in Schedule I to the Underwriting Agreement (the "Underwriters"), and the selling shareholders listed on Schedule II to the Underwriting Agreement, including Mr. Johnson, (the "Selling Shareholders"). Mr. Johnson sold an additional 68,860 shares of Common Stock to the Underwriters pursuant to an over-allotment option in the Underwriting Agreement on March 5, 2004. The price paid by the Underwriters for shares sold pursuant to the Underwriting Agreement was $6.58 per share, net of an underwriting discount of $.42 per share. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Mr. Johnson beneficially owns an aggregate of 703,890 shares of Common Stock (approximately 3.79% of the 18,572,720 shares deemed to be outstanding as of March 5, 2004 (consisting of 18,401,053 shares of Common Stock currently outstanding and 171,667 shares of Common Stock that can be acquired through the exercise of options within 60 days of March 1, 2004)). Such ownership does not include any beneficial ownership that may be attributed to Mr. Johnson as a result of his being a party to certain shareholders agreements described in the Original Statement. As a result of the transactions described under Item 4, Mr. Johnson ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock on February 11, 2004, except to the extent the beneficial ownership of other shareholders of the Common Stock is attributed to him pursuant to those shareholder agreements. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Underwriting Agreement includes customary terms and conditions regarding the sale of securities in a firm commitment underwritten offering, including an over-allotment option pursuant to which the Underwriters could purchase up to an additional 75,000 shares of Common Stock from Mr. Johnson on or before March 5, 2004. The over-allotment option was exercised, and Mr. Johnson sold an additional 68,860 shares on March 5, 2004. In addition, pursuant to the terms of the Underwriting Agreement, Mr. Johnson and the other Selling Shareholders agreed not to make any offer, sale, assignment, transfer, encumbrance, contract to sell, grant of an option to purchase or other disposition, directly or indirectly, of any Common Stock of the Issuer beneficially owned on the date of the Underwriting Agreement or thereafter acquired for a period of 90 days subsequent to the date of the Underwriting Agreement, subject to certain exceptions, without the prior written consent of CIBC World Markets Corp. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the text of such agreement, which is filed as an exhibit to this Schedule 13D and is incorporated by reference herein. See also Item 4. The shares sold by Mr. Johnson in this offering were registered pursuant to an amended and restated registration rights agreement dated December 15, 1999 (included as Exhibit 16 to the Original Filing). 3 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 31 Lock-up Agreement, dated February 4, 2004, by and between S.P. Johnson IV and CIBC World Markets, as representative of the several underwriters listed in the Underwriting Agreement dated February 5, 2004. Exhibit 32 Underwriting Agreement, dated February 5, 2004, by and among Carrizo Oil & Gas, Inc., and CIBC World Markets Corp., First Albany Capital, Inc., Hibernia Southcoast Capital, Inc., and Johnson Rice & Company, L.L.C., as representatives of the several underwriters named in Schedule I to the Underwriting Agreement, and the selling shareholders listed on Schedule II to the Underwriting Agreement (incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2003). 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: March 24, 2004. /s/ S.P. Johnson IV ---------------------------------- S.P. Johnson IV 4 EX-99.31 3 h14243bexv99w31.txt LOCK-UP AGREEMENT DATED 2/4/2004 Exhibit 31 FORM OF LOCK-UP AGREEMENT February 4, 2004 CIBC World Markets Corp. As Representative of the Several Underwriters c/o CIBC World Markets Corp. CIBC World Markets Tower World Financial Center 200 Liberty Street New York, New York 10281 Re: Public Offering of Common Stock of Carrizo Oil & Gas, Inc. Gentlemen: The undersigned, a holder of common stock ("Common Stock") or rights to acquire Common Stock, of Carrizo Oil & Gas, Inc. (the "Company") understands that the Company has filed a Registration Statement on Form S-2, File No. 333-111475 (the "Registration Statement"), and amendments thereto, with the Securities and Exchange Commission (the "Commission") for the registration of approximately 6,555,000 shares (the "Shares") of Common Stock (including 855,000 shares subject to an over-allotment option on the part of the Underwriters) (the "Offering"). The undersigned further understands that you are contemplating entering into an Underwriting Agreement with the Company and the Selling Stockholders named therein in connection with the Offering (the "Underwriting Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Underwriting Agreement. In order to induce the Company, you and the other Underwriters to enter into the Underwriting Agreement and to proceed with the Offering, the undersigned agrees, for the benefit of the Company, you and the other Underwriters, that should the Offering be effected the undersigned will not, without your prior written consent, directly or indirectly, make any offer, sale, assignment, transfer, encumbrance, contract to sell, grant of an option to purchase or other disposition of any Common Stock beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, but excluding any shares so beneficially owned solely as a result of the application of clause (1) of paragraph (a) of such Rule 13d-3) by the undersigned on the date hereof or hereafter acquired for a period of 90 days subsequent to the date of the Underwriting Agreement, other than Common Stock (i) to be sold in the Offering, (ii) acquired in open market transactions by the undersigned after the date hereof, (iii) transferred as a gift or gifts or as intra-family transfers or transfers to trusts or family limited partnerships for estate planning purposes (provided that any donee thereof agrees in writing to be bound by the terms hereof); provided that the foregoing restriction shall not apply to (i) bona fide pledges of securities either (A) existing on the date of this letter or (B) subsequent pledges if the pledgee of such securities agrees in writing to be bound by the restrictions contained in this letter with respect to such securities or (iv) transfers pursuant to a sale of 100% of the outstanding Common Stock of the Company, whether pursuant to a merger or otherwise, to a third party or group of third parties, provided that the third party or group of third parties agree to be bound in writing by the restrictions set forth herein until such time as such third party or group of third parties have acquired 100% of the outstanding Common Stock of the Company. In addition, notwithstanding the foregoing, the undersigned may transfer, distribute or otherwise dispose of shares of Common Stock, in whole or in part, to any of the undersigned's affiliates (as this term is defined in Rule 144(a)(i) under the Securities Act of 1933, as amended) including, but not limited to the following: (a) if the undersigned is a corporation, the corporation may transfer any shares of Common Stock to any wholly-owned subsidiary of such corporation, (b) if the undersigned is a partnership or limited liability company (an "LLC"), the partnership or LLC, as the case may be, may distribute any shares of Common Stock to a partner or partners of such partnership or to a member or members of such LLC, as applicable, or (c) the undersigned may grant a participation interest or otherwise transfer, directly or indirectly, the economic consequences of ownership of shares of Common Stock to any of the undersigned's affiliates in the ordinary course; provided however, that in any such case, it shall be a condition to any such transfer or distribution that the transferee or distributee, as applicable, execute an agreement stating that the transferee or distributee is receiving and holding such shares of Common Stock subject to the provisions of this letter and there shall be no further transfer of such shares of Common Stock except in accordance with this letter. It is understood that, if the Company notifies you that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, if the Company or any of the Underwriters are in violation or breach of the Underwriting Agreement, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, the undersigned shall be released from all obligations under this letter. The undersigned, whether or not participating in the Offering, confirms that he, she or it understands that the Underwriters and the Company will rely upon the representations set forth in this agreement in proceeding with the Offering. This agreement shall be binding on the undersigned and his, her or its respective successors, heirs, personal representatives and assigns. The undersigned agrees and consents to the entry of stop transfer instructions with the Company's transfer agent against the transfer of Common Stock or securities convertible into or exchangeable or exercisable for Common Stock held by the undersigned except in compliance with this agreement. Very truly yours, Dated: February 2, 2004 /s/ Sylvester P. Johnson ------------------------------- Sylvester P. Johnson -----END PRIVACY-ENHANCED MESSAGE-----