-----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, Pfdn5tijUjFaKeuEt0OnKsbEIl6CXpHPO+2F7UZuooNojoeyge52yYPu384sOIr5 GrMLagMYmNU8j6fyeQKw4Q== 0000950129-04-003665.txt : 20040527 0000950129-04-003665.hdr.sgml : 20040527 20040527124154 ACCESSION NUMBER: 0000950129-04-003665 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040527 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: 04834311 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: LOYD PAUL B JR CENTRAL INDEX KEY: 0000931233 FISCAL YEAR END: 1231 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 h15810a6sc13dza.txt PAUL B. LOYD, JR. FOR CARRIZO OIL & GAS, INC. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 6) 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) Paul B. Loyd, Jr. 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) April 21, 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). CUSIP No. 144577 10 3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Paul B. Loyd, Jr. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] - -------------------------------------------------------------------------------- 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 895,183 shares (114,506 are issuable upon the SHARES exercise of certain options and warrants) BENEFICIALLY -------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 shares PERSON -------------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 895,183 shares (114,506 are issuable upon the exercise of certain options and warrants) -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 Shares - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 895,183 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.83% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 2 INTRODUCTORY NOTE. This Amendment No. 6 to Schedule 13D is being filed on behalf Paul B. Loyd, Jr. ("Mr. Loyd") 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. Loyd on August 21, 1997 and amended by Amendment No. 1 filed on January 14, 1998, Amendment No. 2 filed on January 3, 2000, Amendment No. 3 filed on April 9, 2002, Amendment No. 4 filed on December 11, 2003 and Amendment No. 5 filed on April 5, 2004 (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 5. INTEREST IN SECURITIES OF THE ISSUER. Mr. Loyd beneficially owns an aggregate of 895,183 shares of Common Stock (approximately 4.83% of the 18,515,559 shares deemed to be outstanding as of March 31, 2004 (consisting of 18,401,053 shares of Common Stock currently outstanding and 114,506 shares of Common Stock that can be acquired through the exercise of options and warrants within 60 days of March 31, 2004)). As described under Item 6, as a result of Mr. Loyd's removal from the shareholders agreements, beneficial ownership of Common Stock held by other shareholders who are party to the shareholders agreements may not be attributable to Mr. Loyd. As of April 21, 2004, Mr. Loyd may no longer be deemed to be the beneficial owner of more than five percent of the shares of Common Stock of the Company. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Effective April 21, 2004, the Shareholders Agreement dated December 15, 1999 by and among the Company, Mr. Loyd and certain other shareholders named therein, and the Shareholders Agreement dated February 20, 2002 by and among the Company, Mr. Loyd and certain other shareholders named therein, were each amended so that each of Mr. Loyd, Douglas A.P. Hamilton and DAPHAM Partnership, L.P. ceased to be party to these shareholders agreements. The parties to the shareholders agreements could have been deemed to form a group pursuant to Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result of Mr. Loyd's removal from the shareholders agreements, beneficial ownership of Common Stock held by other shareholders who are party to the shareholders agreements may not be attributable to Mr. Loyd. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 32 First Amendment to Shareholders Agreement dated as of December 15, 1999 by and among Carrizo Oil & Gas, Inc., J.P. Morgan Partners (23A SBIC), LLC, Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek, Steven A. Webster, Douglas A.P. Hamilton, Paul B. Loyd, Jr., and DAPHAM Partnership, L.P. dated as of April 21, 2004. Exhibit 33 First Amendment to Shareholders Agreement dated as of February 20, 2002 by and among Carrizo Oil & Gas, Inc., Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek, Steven A. Webster, Douglas A.P. Hamilton, Paul B. Loyd, Jr. and DAPHAM Partnership, L.P. dated as of April 21, 2004. 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: May 10, 2004. /s/ Paul B. Loyd, Jr. ---------------------------------- Paul B. Loyd, Jr. 3 EX-99.32 2 h15810a6exv99w32.txt FIRST AMEND. TO SHAREHOLDERS AGRMT. DATED 12/15/99 EXHIBIT 32 FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT THIS FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT (this "Amendment") is dated as of April 21, 2004, among Carrizo Oil & Gas, Inc., a Texas corporation (the "Company"), J.P. Morgan Partners (23A SBIC), LLC (formerly known as CB Capital Investors, L.P.), Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek, Steven A. Webster, Douglas A.P. Hamilton, Paul B. Loyd, Jr. and DAPHAM Partnership, L.P. (the "Shareholders"). Capitalized terms used but not otherwise defined in this Amendment should have the meanings given such terms in the Shareholders Agreement dated as of December 15, 1999 by and among the Company and the Shareholders (the "Agreement"). WITNESSETH: WHEREAS, the Company and the Shareholders desire to amend the Agreement to delete Douglas A.P. Hamilton, Paul B. Loyd, Jr. and DAPHAM Partnership, L.P. as Shareholders, Original Founder Shareholders, signatories and parties thereto; WHEREAS, Section 6.1 of the Agreement provides that, subject to certain exceptions, an amendment of a provision of the Agreement requires the prior written consent of the Company, the Requisite Founder Shareholders and the Requisite Investors; WHEREAS, the undersigned Founder Shareholders hold in excess of 50% of the outstanding shares of Common Stock held by all Founder Shareholders as of the date of this Amendment, and therefore qualify as the Requisite Founder Shareholders; WHEREAS, the undersigned Investors hold in excess of 50% of the outstanding shares of Common Stock held by all Investors as of the date of this Amendment, and therefore qualify as the Requisite Investors; NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows: 1. Effective as of the date hereof, the Agreement is hereby amended to delete Douglas A. P. Hamilton, Paul B. Loyd, Jr. and DAPHAM Partnership, L.P. (each, an "Exiting Shareholder") as Shareholders, Original Founder Shareholders, signatories and parties thereto, and as a result of this Amendment, no Exiting Shareholder shall have, from and after the effective date of this Amendment, any rights or obligations under the Agreement. 2. The parties hereto acknowledge that the terms of the Agreement, as amended by this Amendment, shall continue in full force and effect. This Amendment shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York except to the extent of internal corporate matters, which shall be governed by the provisions of the applicable law of the State of Texas. This Amendment may be executed in 4 any number of counterparts, and each counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. COMPANY: Carrizo Oil & Gas, Inc. By: /s/ Paul F. Boling ------------------------------------ Name: Paul F. Boling Title: Chief Financial Officer, Vice President, Secretary and Treasurer INVESTORS: J.P. Morgan Partners (23A SBIC), LLC By: J.P. Morgan Partners (23A SBIC Manager), Inc., its general partner By: /s/ Christopher Behrens ---------------------------- Name: Christopher Behrens Title: Managing Director Mellon Ventures, L.P. By: MVMA, L.P., its general partner By: MVMA, Inc., its general partner By: /s/ Marc Cole ------------------------- Name: Marc Cole Title: Vice President ORIGINAL FOUNDER SHAREHOLDERS: /s/ S.P. Johnson IV ------------------------------------------ S.P. Johnson IV /s/ Frank A. Wojtek ------------------------------------------ Frank A. Wojtek -2- /s/ Steven A. Webster ------------------------------------------ Steven A. Webster /s/ Douglas A.P. Hamilton ------------------------------------------ Douglas A. P. Hamilton /s/ Paul B. Loyd, Jr. ------------------------------------------ Paul B. Loyd, Jr. DAPHAM Partnership, L.P. By: /s/ Veronica A. LaVoun ----------------------------------- Name: Veronica LaVoun -3- EX-99.33 3 h15810a6exv99w33.txt FIRST AMEND. TO SHAREHOLDERS AGRMT. DATED 2/20/02 EXHIBIT 33 FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT THIS FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT (this "Amendment") is dated as of April 21, 2004, among Carrizo Oil & Gas, Inc., a Texas corporation (the "Company"), Mellon Ventures, L.P., S.P. Johnson IV, Frank A. Wojtek, Steven A. Webster, Douglas A.P. Hamilton, Paul B. Loyd, Jr. and DAPHAM Partnership, L.P. (the "Shareholders"). Capitalized terms used but not otherwise defined in this Amendment should have the meanings given such terms in the Shareholders Agreement dated as of February 20, 2002 by and among the Company and the Shareholders (the "Agreement"). WITNESSETH: WHEREAS, the Company and the Shareholders desire to amend the Agreement to delete Douglas A.P. Hamilton, Paul B. Loyd, Jr. and DAPHAM Partnership, L.P. as Shareholders, Original Founder Shareholders, signatories and parties thereto; WHEREAS, Section 5.1 of the Agreement provides that, subject to certain exceptions, an amendment of a provision of the Agreement requires the prior written consent of the Company, the Requisite Founder Shareholders and the Requisite Investors; WHEREAS, the undersigned Founder Shareholders hold in the aggregate in excess of 50% of the outstanding shares of Common Stock held by all Founder Shareholders as of the date of this Amendment, and therefore qualify as the Requisite Founder Shareholders; WHEREAS, the undersigned Investors hold in the aggregate in excess of 50% of the Common Stock issuable upon conversion of the Series B Preferred Stock and exercise of the Warrants, and therefore qualify as the Requisite Investors; NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby agree as follows: 1. Effective as of the date hereof, the Agreement is hereby amended to delete Douglas A. P. Hamilton, Paul B. Loyd, Jr. and DAPHAM Partnership, L.P. (each, an "Exiting Shareholder") as Shareholders, Original Founder Shareholders, signatories and parties thereto, and as a result of this Amendment, no Exiting Shareholder shall have, from and after the effective date of this Amendment, any rights or obligations under the Agreement. 2. The parties hereto acknowledge that the terms of the Agreement, as amended by this Amendment, shall continue in full force and effect. This Amendment shall be governed by and construed in accordance with the domestic laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether in the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York except to the extent of internal corporate matters, which shall be governed by the provisions of the applicable law of the State of Texas. This Amendment may be executed in any number of counterparts, and each counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above. COMPANY: Carrizo Oil & Gas, Inc. By: /s/ Paul F. Boling -------------------------------------- Name: Paul F. Boling Title: Chief Financial Officer, Vice President, Secretary and Treasurer INVESTORS: Mellon Ventures, L.P. By: MVMA, L.P., its general partner By: MVMA, Inc., its general partner By: /s/ Marc Cole --------------------------- Name: Marc Cole Title: Vice President ORIGINAL FOUNDER SHAREHOLDERS: /s/ S.P. Johnson IV -------------------------------------------- S.P. Johnson IV /s/ Frank A. Wojtek -------------------------------------------- Frank A. Wojtek /s/ Steven A. Webster -------------------------------------------- Steven A. Webster /s/ Douglas A.P. Hamilton -------------------------------------------- Douglas A. P. Hamilton -2- /s/ Paul B. Loyd, Jr. -------------------------------------------- Paul B. Loyd, Jr. DAPHAM Partnership, L.P. By: /s/ Veronica A. LaVoun -------------------------------------- Name: Veronica A. LaVoun -3- -----END PRIVACY-ENHANCED MESSAGE-----