-----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, FXvStlK4jn9NrTD8n5GHTlp4jti9ggZmkQoajhdg3lHtG4g6IZ9IJcavGqhNi1+m DE016JINSXPINyfe4NvEgg== 0000950129-04-001877.txt : 20040405 0000950129-04-001877.hdr.sgml : 20040405 20040405170724 ACCESSION NUMBER: 0000950129-04-001877 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 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: 04718247 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 h14243asc13dza.txt FRANK A. WOJTEK 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) 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) 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 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 NUMBER OF 804,699 shares (70,000 shares of which are issuable upon the exercise of certain options) SHARES ----------------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 0 Shares OWNED BY EACH ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER REPORTING 804,699 shares (70,000 shares of which are issuable upon the exercise of certain options) PERSON ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 Shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 804,699 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 4.36% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 2 INTRODUCTORY NOTE. This Amendment No. 5 to Schedule 13D is being filed on behalf 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 20, 1998, and amended by Amendment No. 1 filed on January 6, 2000, Amendment No. 2 filed on April 23, 2001, Amendment No. 3 filed on April 4, 2002, and Amendment No. 4 filed on July 25, 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 May 30, 2003, Mr. Wojtek adopted a new 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 June 12, 2004, subject to the terms and conditions in the plan, including whether the market price of the Common Stock meets or exceeds specified targets. Pursuant to the 10b5-1 plan, on December 8, 2003, Mr. Wojtek sold on the Nasdaq National Market 3,500 shares of Common Stock for an aggregate sales price of $26,140 ($7.39 per share net of commissions). Pursuant to the 10b5-1 plan, on December 15, 2003, Mr. Wojtek sold on the Nasdaq National Market 3,500 shares of Common Stock for an aggregate sales price of $25,060 ($7.08 per share net of commissions). Pursuant to the 10b5-1 plan, on December 22, 2003, Mr. Wojtek sold on the Nasdaq National Market 3,500 shares of Common Stock for an aggregate sales price of $26,705 ($7.55 per share net of commissions). Pursuant to the 10b5-1 plan, on December 29, 2003, Mr. Wojtek sold on the Nasdaq National Market 3,500 shares of Common Stock for an aggregate sales price of $25,275 ($7.14 per share net of commissions). Pursuant to the 10b5-1 plan, on January 5, 2004, Mr. Wojtek sold on the Nasdaq National Market 3,500 shares of Common Stock for an aggregate sales price of $26,721 ($7.55 per share net of commissions). Pursuant to the 10b5-1 plan, on January 12, 2004, Mr. Wojtek sold on the Nasdaq National Market 3,500 shares of Common Stock for an aggregate sales price of $26,070 ($7.37 per share net of commissions). Pursuant to the 10b5-1 plan, on January 20, 2004, Mr. Wojtek sold on the Nasdaq National Market 3,500 shares of Common Stock for an aggregate sales price of $25,380 ($7.17 per share net of commissions). On February 11, 2004, Mr. Wojtek sold 98,378 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. Wojtek, (the "Selling Shareholders"). Mr. Wojtek sold an additional 21,444 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. 3 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Mr. Wojtek beneficially owns an aggregate of 804,699 shares of Common Stock (approximately 4.36% of the 18,471,053 shares deemed to be outstanding as of March 5, 2004 (consisting of 18,401,053 shares of Common Stock currently outstanding and 70,000 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. Wojtek 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. Wojtek 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 23,356 shares of Common Stock from Mr. Wojtek on or before March 5, 2004. The over-allotment option was exercised, and Mr. Wojtek sold 21,444 additional shares on March 5, 2004. In addition, pursuant to the terms of the Underwriting Agreement, Mr. Wojtek 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. Wojtek 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). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 33 Rule 10b5-1 Plan of Frank A. Wojtek, dated May 30, 2003. Exhibit 34 Lock-up Agreement, dated February 4, 2004, by and between Frank A. Wojtek and CIBC World Markets, as representative of the several underwriters listed in the Underwriting Agreement dated February 5, 2004. Exhibit 35 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 23, 2004. /s/ Frank A. Wojtek ------------------------------ Frank A. Wojtek EX-99.33 3 h14243aexv99w33.txt RULE 10B5-1 PLAN DATED 5/30/2003 EXHIBIT 33 RULE 10b5-1 TRADING PLAN Frank A. Wojtek ("Seller") adopts this Trading Plan dated May 30, 2003 (the "Trading Plan") with respect to the "Stock"(defined below) with UBS PaineWebber Inc. ("UBS PaineWebber") 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"). Seller and UBS PaineWebber agree as follows: 1. Specific Plan of Sale. UBS PaineWebber, acting as agent, agrees to effect sales of Stock on behalf of Seller in accordance with the specific instructions set forth in Exhibit A (the "Sales Instructions"). The term "Stock" means the Class A common stock, par value $0.01 per share, of Carrizo Oil and Gas, Inc. ("Issuer") (symbol: CRZO), and includes any class or series of common stock of Issuer into which the Stock is converted whether pursuant to a reclassification, reorganization, reincorporation or similar event. 2. Fees/Commissions. Seller shall pay UBS PaineWebber $0.08 per share of Stock sold; with such amounts to be deducted by UBS PaineWebber from the proceeds of sales under this Trading Plan. 3. Seller's Representations and Warranties. Seller represents and warrants that: (a) Seller is not aware of any material nonpublic information concerning Issuer or any securities of Issuer; (b) Seller is entering into this Trading Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1; (c) Seller has informed Issuer of this Trading Plan and has furnished Issuer with a copy, and Seller has determined that this Trading Plan is consistent with Issuer's insider trading policy; (d) Seller has disclosed to UBS PaineWebber any agreements that Seller is currently party to, or within the past 60 days, has been party to, with another broker, dealer or financial institution (each, a "Financial Institution") entered into for the purpose of establishing a trading plan that complies with Rule 10b5-1; (e) Seller is not subject to any legal, regulatory or contractual restriction or undertaking that would prevent UBS PaineWebber from conducting sales in accordance with this Trading Plan; (f) the Stock to be sold under this Trading Plan is owned free and clear by Seller and is not subject to any liens, security interests or other encumbrances or limitations on dispositions, other than those imposed by Rule 144 or Rule 145, if applicable; (g) Seller has had an opportunity to consult with Seller's own advisors as to the legal, tax, financial and other aspects of this Trading Plan, including this Trading Plan's compliance with Rule 10b5-1 and applicable state law. Seller has not received or relied on any representations from UBS PaineWebber concerning this Trading Plan's compliance with Rule 10b5-1. 4. Agreements by Seller. Seller acknowledges and agrees to the following provisions: (a) Brokerage Account. Seller shall open a sole-purpose UBS PaineWebber brokerage account prior to the execution of sales under this Trading Plan in the name of and for the benefit of Seller (the "Plan Account"). (b) Delivery of Stock. Seller shall deliver all shares of Stock to be sold pursuant to this Trading Plan into the Plan Account prior to the commencement of any sales under this Trading Plan. (c) Hedging Transactions. While this Trading Plan is in effect, Seller shall comply with the prohibition set forth in Rule 10b5-1(c)(1)(i)(C) against entering into or altering a corresponding or hedging transaction or position with respect to the Stock. (d) Notice to UBS PaineWebber. Seller shall notify UBS PaineWebber to terminate or suspend sales, as appropriate, as soon as practicable upon the occurrence of any of the events contemplated in paragraph 7(a) or (b) or paragraph 8(c). (e) Communications. Seller shall not, directly or indirectly, communicate any material nonpublic information relating to the Stock or Issuer to any employee of the UBS PaineWebber 10b5-1 Group or any UBS PaineWebber Financial Advisor. (f) Compliance with Applicable Laws and Required Exchange Act Filings. Seller shall comply with all applicable laws, rules and regulations, and Seller shall make all filings required under Sections 13 and 16 of the Exchange Act in a timely manner. (g) No Influence. Seller does not have, and shall not attempt to exercise, any influence over how, when or whether to effect sales of Stock pursuant to this Trading Plan. (h) Stock Non-Marginable. The Stock is not marginable and may not be used by Seller as collateral for any purpose. (i) Execution, Average Pricing and Pro Rata Allocation of Sales. UBS PaineWebber may sell Stock on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise. UBS PaineWebber or one of its affiliates may make a market in the Stock and may act as principal in executing sales under the Trading Plan. To the extent that UBS PaineWebber administers other trading plans relating to Issuer's securities, UBS PaineWebber may aggregate orders for Seller with orders under other sellers' trading plans for execution in a block and allocate an average price to each seller. In the event of partial execution of block orders, UBS PaineWebber shall allocate the proceeds of all Stock actually sold on a particular day pursuant to all Rule 10b5-1 trading plans concerning Issuer's securities that UBS PaineWebber manages pro rata based on the ratio of (x) the number of shares to be sold pursuant to the order instructions of each Trading Plan to (y) the total number of shares to be sold under all Trading Plans having the same type of order instructions. 2 (j) Exclusivity. Until this Trading Plan has been terminated, Seller shall not enter into any agreement with, give any instructions to, or adopt a plan for trading with another Financial Institution with respect to purchase or sale of the Stock for the purpose of establishing a trading plan that complies with Rule 10b5-1. (k) Acknowledgment of Relief from Obligation to Effect Sales. UBS PaineWebber shall be relieved of its obligation to sell Stock as otherwise required by paragraph 1 above at any time when: (i) UBS PaineWebber has determined that (A) it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to Seller or Seller's affiliates; or (B) a material adverse change in the financial markets, in the market activity in the Stock or in the internal systems of UBS PaineWebber or one of its affiliates, an outbreak or escalation of hostilities or other crisis or calamity has occurred (in each case, the effect of which is such as to make it, in the sole judgment of UBS PaineWebber, impracticable for UBS PaineWebber to sell Stock); or (C) a trading suspension with respect to the Stock by the Securities and Exchange Commission or the Principal U.S. Market (defined in Exhibit A) or a delisting of the Stock or a banking moratorium has occurred; if UBS PaineWebber cannot effect a sale for any of such reasons, UBS PaineWebber shall effect such sale as promptly as practical after the cessation or termination of such cause, subject to the restrictions set forth in paragraph 1 of Exhibit A; (ii) This Trading Plan is suspended in accordance with paragraph 7 below; (iii) This Trading Plan is terminated in accordance with paragraph 8 below; 5. Rule 144 and Rule 145. With respect to sales of Stock subject to Rule 144 or Rule 145, Seller and UBS PaineWebber agree to comply with the following provisions: (a) Agreements by Seller Regarding Rule 144 and Rule 145. (i) Seller agrees not to take, and agrees to cause any person or entity with which Seller would be required to aggregate sales of Stock pursuant to Rule 144(a)(2) or (e) not to take, any action that would cause the sales hereunder not to meet all applicable requirements of Rule 144 or Rule 145. (ii) Seller agrees to complete, execute and deliver to UBS PaineWebber Forms 144 for sales to be effected under the Trading Plan at such times and in such numbers as UBS PaineWebber shall request. Seller hereby grants UBS PaineWebber a power of attorney to complete and file on behalf of Seller any required Forms 144. The remarks section of each Form 144 filed shall include a statement to the effect that the shares covered by the Form 144 are being sold pursuant to a Rule 10b5-1 trading plan dated as of the date hereof, and the representation regarding the seller's knowledge of material nonpublic information speaks as of that plan adoption date. 3 (iii) Seller agrees to complete, execute and deliver to UBS PaineWebber Rule 144 Seller's Representation Letters (in the form attached as Exhibit C) for sales to be effected under the Trading Plan at such times and in such numbers as UBS PaineWebber shall request. (b) Agreements by UBS PaineWebber Regarding Rule 144 and Rule 145. (i) UBS PaineWebber agrees to conduct all sales pursuant to the Trading Plan in accordance with the manner of sale requirement of Rule 144. UBS PaineWebber shall not effect any sales that it knows would exceed the then-applicable volume limitation under Rule 144. (ii) UBS PaineWebber agrees to file such Forms 144 furnished by Seller pursuant to paragraph 5(a)(ii) on behalf of Seller as required by applicable law. UBS PaineWebber shall make one Form 144 filing at the beginning of each three-month period, commencing upon the first Sale Day under the Trading Plan. (iii) UBS PaineWebber agrees to submit such Rule 144 Seller's Representation Letters furnished by Seller pursuant to paragraph 5(a)(iii) on behalf of Seller as required by Issuer's transfer agent. (iv) Seller shall make and shall be solely responsible for all filings required under Sections 13(d) and 16 of the Exchange Act in connection with sales of Stock pursuant to the Trading Plan, and Seller acknowledges that UBS PaineWebber shall not make any such filings and shall have no liability to Seller in connection with or related to any such filings. 6. Options. [Intentionally Omitted.] 7. Suspension. Sales under this Trading Plan shall be suspended as follows: (a) Promptly after the date on which UBS PaineWebber receives notice from Seller or Issuer of legal, contractual or regulatory restrictions applicable to Seller or Seller's affiliates that would prevent UBS PaineWebber from selling Stock under this Trading Plan (such notice merely stating that there is a restriction applicable to Seller without specifying the reasons for the restriction), including a restriction based on Seller's awareness of material nonpublic information in connection with a tender offer for Issuer's securities (transactions on the basis of which Rule 14e-3 of the Exchange Act could be violated). (b) In the event of a Qualifying Securities Offering, promptly after the date on which UBS PaineWebber receives notice from Issuer or Seller of the Suspension Date until UBS PaineWebber receives notice from Issuer or Seller of the Resumption Date; provided, however, that (i) Seller certifies that Seller has no control over the Suspension Date or the Resumption Date, and (ii) if Seller is unable to make such certification then this paragraph shall result in a termination of the Trading Plan, rather than suspension. "Qualifying Securities Offering" means any offering of securities of Issuer for cash in which the lead underwriter, lead manager, initial purchaser, placement agent or other entity performing a similar function (each, an "Underwriter") 4 requires Seller to agree to restrict Seller's ability to effect Sales pursuant to this Trading Plan. "Suspension Date" means the date on which a preliminary prospectus, offering memorandum, offering circular or other disclosure document (each, a "Preliminary Offering Document") is first used to market securities of Issuer by the Underwriter, or if a Preliminary Offering Document is not used, the date on which the underwriting agreement, purchase agreement, placement agent agreement or similar agreement (each, an "Underwriting Agreement") is entered into by the Underwriter and Issuer. "Resumption Date" means the day immediately following the expiration of the time period during which Seller was restricted from effecting Sales pursuant to this Trading Plan in accordance with the Underwriting Agreement. (c) In the event that the UBS PaineWebber 10b5-1 Group becomes aware of material nonpublic information concerning Issuer or the Stock, UBS PaineWebber may be required by applicable law or, in its sole discretion, find it advisable, to suspend sales under this Trading Plan. In such case, UBS PaineWebber shall promptly notify Seller of the suspension of sales under this Trading Plan. 8. Termination. This Trading Plan will terminate on the earliest to occur of the following (the "Plan Sales Period"): (a) on June 12, 2004; (b) promptly after the date on which UBS PaineWebber receives notice from Seller of the termination of this Trading Plan, in which case, Seller agrees to notify the Issuer promptly of such termination; (c) upon the reasonable determination by UBS PaineWebber, or promptly after the reasonable determination by Seller and notice to UBS PaineWebber, that this Trading Plan does not comply with Rule 10b5-1; (d) promptly after the date UBS PaineWebber is notified of the death of Seller; (e) immediately in the event that Seller fails to deliver any Stock pursuant to paragraph 4(b) or fails to satisfy the delivery requirements with respect to Options set forth in Exhibit D; or (f) the date that the aggregate number of shares of Stock sold pursuant to this Trading Plan reaches 135,000 shares. 9. Indemnification; Limitation of Liability. (a) Indemnification. (i) Seller agrees to indemnify and hold harmless UBS PaineWebber and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, "Losses") arising out of or attributable to (A) UBS PaineWebber's actions taken or not taken in 5 compliance with this Trading Plan, (B) any breach by Seller of this Trading Plan (including Seller's representations and warranties hereunder), or (C) any violation by Seller of applicable laws or regulations. This indemnification shall survive termination of this Trading Plan. (ii) UBS PaineWebber agrees to indemnify and hold harmless Seller from and against all Losses arising out of or attributable to the gross negligence or willful misconduct of UBS PaineWebber in connection with this Trading Plan. (b) Limitation of Liability. (i) Notwithstanding any other provision hereof, UBS PaineWebber shall not be liable to Seller, and Seller shall not be liable to UBS PaineWebber, for: (A) special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen; or (B) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including, but not limited to, failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as "acts of God" (ii) Notwithstanding any other provision hereof, UBS PaineWebber shall not be liable to Seller for (A) the exercise of discretionary authority or discretionary control under this Trading Plan, if any, or (B) any failure to effect a sale required by paragraph 1, except for failures to effect sales as a result of the gross negligence or willful misconduct of UBS PaineWebber 10. Agreement to Arbitrate. Any dispute between Seller and UBS PaineWebber arising out of, relating to or in connection with this Trading Plan or any transaction relating to this Trading Plan shall be determined only by arbitration as provided in the UBS PaineWebber brokerage account agreement referred to in paragraph 4(a). 11. Notices. (a) All notices to UBS PaineWebber under this Trading Plan shall be provided in writing to Daniel Radulovic UBS PaineWebber by facsimile at fax number 212-821-5536. (b) All notices to Seller under this Trading Plan shall be given to Frank A. Wojtek by telephone at telephone number 281-496-1652, by facsimile at fax number 281-496-1251 or by certified mail to the address below: 7010 FM 723 Richmond, TX 77469 6 (c) Seller hereby instructs and authorizes UBS PaineWebber to send duplicate copies of all confirmations of trades made under this Trading Plan to the Issuer at the following address: Sylvester P. Johnson, IV Carrizo Oil and Gas, Inc. 14701 St. Mary's Lane, Suite 800 Houston, TX 77079 (d) UBS PaineWebber will provide notification of all sales of Stock under this Trading Plan to Seller and to Issuer by e-mail at the below addresses by 6 p.m. (ET) on the date of execution on a best efforts basis, with a final report by 12 p.m. (ET) on the following business day. Seller and Issuer agree to notify UBS PaineWebber in writing of any changes to the contact information provided. frank.wojtek@carrizo.cc chip.johnson@carrizo.cc 12. Amendments and Modifications. This Trading Plan and the Exhibits hereto may be amended by Seller only upon the written consent of UBS PaineWebber and receipt by UBS PaineWebber of the following documents, each dated as of the date of such amendment: (a) a certificate signed by Seller, certifying that the representations and warranties of Seller contained in this Trading Plan are true at and as of the date of such certificate as if made at and as of such date; and (b) an issuer certificate completed by Issuer substantially in the form of Exhibit B. 13. Inconsistency with Law. If any provision of this Trading Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Trading Plan will continue and remain in full force and effect. 14. Governing Law. This Trading Plan shall be governed by and construed in accordance with the internal laws of the State of New York. 15. Entire Agreement. This Trading Plan, including Exhibits, and the brokerage account agreement referred to in paragraph 4(a) above, constitute the entire agreement between the parties with respect to this Trading Plan and supercede any prior agreements or understandings with regard to this Trading Plan. 16. Counterparts. This Trading Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 7 NOTICE: THIS AGREEMENT CONTAINS A PREDISPUTE ARBITRATION CLAUSE IN PARAGRAPH 10. IN WITNESS WHEREOF, the undersigned have signed this Trading Plan as of the date first written above. FRANK A. WOJTEK /s/ Frank A. Wojtek May 30, 2003 - ------------------------------------ ------------------------ Name: Frank A. Wojtek Date Title: Director UBS PAINEWEBBER /s/ Timothy Kelly May 30, 2003 - ------------------------------------ ------------------------ Name: Timothy Kelly Date Title: Senior Vice President /s/ Larry Gore May 30, 2003 - ------------------------------------ ------------------------ Name: Larry Gore Date Title: Managing Director 8 EXHIBIT A THIS EXHIBIT A MAY NOT BE AMENDED EXCEPT IN ACCORDANCE WITH THE TRADING PLAN. SPECIFIC INSTRUCTIONS 1. UBS PaineWebber shall enter a sell order for the specified Sale Amount (as defined below) for the account of Seller on each specified Sale Day (as defined below) at the specified Sale Price (as defined below), subject to the following restrictions: In no event shall UBS PaineWebber sell any shares of Stock pursuant to the Trading Plan prior to June 13, 2003. 2. A "Trading Week" shall be defined as beginning on the first trading day of any given Calendar Week and ending on the last trading day of that particular Calendar Week. 3. A "Sale Day" shall be any day during any given "Trading Week" during the Plan Sales Period that the limit price specified below is met provided, however, that if any Sale Day is not a Trading Day, such Sale Day shall be deemed to fall on the next succeeding Trading Day within the Plan Sales Period. 4. The "Sale Amount" for any given Trading Week shall be determined in accordance with the table below: REPORTED PRICE OF THE OPENING MARKET TRANSACTION IN THE STOCK NUMBER OF SHARES TO SELL - ----------------------------------------------------- ------------------------------------------------------------- If the pride is below $6.60 NONE - ----------------------------------------------------- ------------------------------------------------------------- If the price is between $6.60 and $7.99 3,500 shares (per calendar week) - ----------------------------------------------------- ------------------------------------------------------------- If the price is between $8.00 and $9.99 10,000 shares (per calendar week) - ----------------------------------------------------- ------------------------------------------------------------- If the price is above $10.00 Maximum number of shares available under the Plan, subject to Rule 144 volume limitations - ----------------------------------------------------- -------------------------------------------------------------
It is hereby understood that the objective of the Plan shall be the sell the maximum number of shares during each Trading Week during the Plan Sales Period subject to the trading price limitations outlined above. If the Market Price during any given Trading Week trades up to the next price level as outlined in the table above, UBS PaineWebber shall make its best efforts to sell (depending on price movements) an additional amount of shares during such Trading Week on such Trading Day, so as to sell the maximum shares shown corresponding to that price level. For examples, if the Market Price during a given Trading Week is between $6.60 and $7.99 per share, 3,500 shares shall be sold. However if the market price during that same Trading Week trades up to the $8.00 to $9.99 range, an additional 6,500 shares shall be sold for a total of 10,000 shares. 5. The "Sale Price" shall be the market price of the Stock on the Sale Day. 6. The limit order(s) entered pursuant to this Trading Plan will be entered as a day order. 7. If UBS PaineWebber cannot sell the Sale Amount on any Sale Day, then the amount of such shortfall shall be canceled. If any such shortfall exists after the close of trading on the last A-1 Trading Day of the Plan Sales Period, UBS PaineWebber's authority to sell such shares for the account of Seller under the Trading Plan shall terminate. 8. The Sale Amount and the Sale Price shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to Issuer that occurs while the Trading Plan is in effect. 9. A "Trading Day" is any day during the Plan Sales Period that the NASDAQ (the "Principal U.S. Market") is open for business and the Stock trades regular way on the Principal U.S. market; provided, however, that a "Trading Day" shall mean only that day's regular trading session of the Principal U.S. Market and shall not include any extended-hours or after-hours trading sessions that the Principal U.S. Market may allow. /s/ Frank A. Wojtek May 30, 2003 - ------------------------------- -------------------------- Name: Frank A. Wojtek Date Title: Director A-2 EXHIBIT B ISSUER CERTIFICATE 1. Carrizo Oil and Gas ("Issuer") certifies that it has approved and retained a copy of the Trading Plan dated May 30, 2003 the ("Trading Plan") between Frank A. Wojtek ("Seller") and UBS PaineWebber Incorporated ("UBS PaineWebber") relating to the common stock of Issuer (the "Stock"). 2. The Trading Plan is consistent with 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 Seller from either entering into the Trading Plan or selling Stock pursuant to the Trading Plan. 3. During the Plan Sales Period, Issuer agrees to provide notice as soon as practicable to UBS PaineWebber in the event that the Trading Plan becomes inconsistent with Issuer's insider trading policies, or Issuer becomes aware of legal, contractual or regulatory restrictions applicable to Seller or Seller's affiliates that would prohibit any sale pursuant to the Trading Plan (such notice merely stating that there is a restriction applicable to Seller without specifying the reasons for such restriction). In any event, Issuer shall not communicate any material nonpublic information about Issuer or its securities to UBS PaineWebber with respect to the Trading Plan. Such notice shall be provided by facsimile to Daniel Radulovic, UBS PaineWebber, at fax number 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. Any such notice is provided under the express condition that UBS PaineWebber shall (i) maintain such information in confidence, (ii) share it only with those persons who reasonably need to know the information in the execution and administration of the Trading Plan, and (iii) use any information concerning or contained in such notice (including existence of the notice) for no purpose other than the execution and administration of the Trading Plan; provided, however, nothing in this paragraph shall prohibit UBS PaineWebber or its attorney from responding to any inquiry the Securities and Exchange Commission, NASD, NYSE or any other self-regulatory organization, any State securities regulator, or any other governmental authority regarding such notice or its underlying facts and circumstances. 4. To avoid delays in connection with transfers of stock certificates and settlement of transactions under the Trading Plan, and in acknowledgment of UBS PaineWebber's agreement in the Trading Plan that sales of Stock under the Trading 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's transferee or nominee that does not bear any legend or statement restricting its transferability to a buyer. 5. [Intentionally Omitted] B-1 /s/ S.P. Johnson IV May 30, 2003 -------------------------------- -------------------------- Name: Sylvester P. Johnson, IV Date Title: President B-2 EXHIBIT C THIS EXHIBIT C MAY NOT BE AMENDED EXCEPT IN ACCORDANCE WITH THE TRADING PLAN RULE 144 LETTER UBS PAINEWEBBER INCORPORATED CARRIZO OIL AND GAS, INC. Attn: Daniel Radulovic 14701 St. Mary's Lane, Suite 800 229 Park Ave, 26th floor Houston, TX 77079 New York, NY 10171 Ladies and Gentlemen: In conjunction with my order to sell shares of common stock, par value $0.01 per share, of Carrizo Oil and Gas, Inc. ("Issuer") ("the Stock"), through you as broker or dealer for my account pursuant to the Rule 10b5-1 Trading Plan dated May 30, 2003 (the "Trading Plan"), under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), I advise you as follows: 1. During the next two years following the date of this letter, I intend to sell Stock pursuant to Rule 10b5-1. I intend for UBS PaineWebber to adhere to the Trading Plan without alteration or modification during the above-stated period. 2. I am an affiliate of the Issuer. 3. The number of shares of Stock, which I have ordered you to sell as broker or dealer for my account, will conform to the Sales Instructions in Exhibit A of the Trading Plan. 4. I have verified that Issuer has been subject to the Securities and Exchange Commission (the "SEC") information reporting requirements pursuant to the Exchange Act for at least the preceding 90 days and has filed all required periodic reports during the 12 months preceding the first sale or during any shorter period that the SEC may require. As of the date of the Trading Plan, I did not know of any material nonpublic information concerning Issuer. 5. I confirm that I have been the beneficial owner for a period of at least one year as provided in paragraph (d) of Rule 144. 6. a) I have not solicited or arranged for the solicitation of any orders to buy in anticipation or in connection with my proposed sales. b) I have made no payments to any other person in connection with your execution of my order. c) I have not agreed to act in concert with any other person in connection with my proposed sales. 7. It is my bona fide intention to sell the Stock as expressly prescribed in the Trading Plan pursuant to the Plan. 8. I understand that the payment of the proceeds of the sales will be delayed until the shares of Stock are transferred and delivered free of restrictions to UBS PaineWebber. C-1 9. All capitalized terms used in this Rule 144 Letter shall have the meanings ascribed to them in the Trading Plan. The undersigned agrees to notify UBS PaineWebber immediately if any of the above representations become inaccurate before the sales are completed. Very truly yours, /s/ Frank A. Wojtek Frank A. Wojtek - ------------------------------------------------------------------------------- Signature of the Seller Print Name 7010 FM 723 Richmond, TX 77469 May 30, 2003 - ------------------------------------------------------------------------------- Seller's Address Date C-2 EX-99.34 4 h14243aexv99w34.txt LOCK-UP AGREEMENT DATED 2/4/2004 EXHIBIT 34 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: Feburary 2, 2004 /s/ Frank A. Wojtek -------------------------------- Frank A. Wojtek -----END PRIVACY-ENHANCED MESSAGE-----