-----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, Gkf1ptc+d3pU/G584ok6N++BJu4Nw1US+tI2x+pm8Z+nksN6wpfCDZK/MFAL17fZ GC8wXPrBL/lY+AVDu7X0Og== 0000950129-05-004189.txt : 20050428 0000950129-05-004189.hdr.sgml : 20050428 20050427205511 ACCESSION NUMBER: 0000950129-05-004189 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050427 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050428 DATE AS OF CHANGE: 20050427 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29187-87 FILM NUMBER: 05777980 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 8-K 1 h24754e8vk.txt CARRIZO OIL & GAS, INC. - APRIL 27, 2005 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): APRIL 27, 2005 CARRIZO OIL & GAS, INC. (Exact name of registrant as specified in its charter) TEXAS 000-29187-87 76-0415919 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 1000 LOUISIANA STREET SUITE 1500 HOUSTON, TEXAS 77002 (Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (713) 328-1000 N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 8.01 OTHER EVENTS. The letter dated April 27, 2005 to the Compensation Committee of the Board of Directors of Carrizo Oil & Gas, Inc. (the "Company") from S.P. Johnson, IV, Chief Executive Officer, which is filed as Exhibit 99.1 to this Current Report, is incorporated herein by reference. The information contained in this Current Report includes forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements are subject to certain risks, uncertainties and assumptions identified above or as disclosed from time to time in the Company's filings with the Securities and Exchange Commission, including the approval of the amendment to the Incentive Plan by the Company's shareholders. As a result of these factors, actual results may differ materially from those indicated or implied by such forward-looking statements. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Number Description - -------------- ----------- 99.1 Letter dated April 27, 2005 to Members of the Compensation Committee of the Board of Directors from S.P. Johnson, IV, Chief Executive Officer regarding the Company's Incentive Plan.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CARRIZO OIL & GAS, INC. By: /s/ Paul F. Boling -------------------------------------------------- Name: Paul F. Boling Title: Vice President and Chief Financial Officer Date: April 27, 2005 EXHIBIT INDEX 99.1 Letter dated April 27, 2005 to Members of the Compensation Committee of the Board of Directors from S.P. Johnson, IV, Chief Executive Officer regarding the Company's Incentive Plan.
EX-99.1 2 h24754exv99w1.txt LETTER DATED APRIL 27, 2005 EXHIBIT 99.1 April 27, 2005 Members of the Compensation Committee Carrizo Oil & Gas, Inc. 1000 Louisiana Street, Suite 1500 Houston, Texas 77002 To Members of the Compensation Committee of Carrizo Oil & Gas, Inc.: As you are aware, Carrizo Oil & Gas, Inc. (the "Company") has recommended to its shareholders the approval of an amendment (the "Amendment") to its Long-Term Incentive Plan (the "Plan") as presented in the Company's Proxy Statement for its 2005 Annual Meeting of Shareholders. Subsequent to the Company's distribution of the Proxy Statement, the Company has received feedback from a shareholder rights group regarding the Plan. As a result, management will recommend to the Compensation Committee that the Plan be amended to explicitly state that any repricing of stock options granted by the Company under the Plan will require shareholder approval. I expect that management will discuss this recommendation with the Board of Directors and the Compensation Committee following the Company's 2005 annual meeting of shareholders. Regards, /s/ S.P. Johnson IV S.P. Johnson IV President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----