SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 5)
Under the Securities Exchange Act of 1934*
Carrizo Oil & Gas, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
144577 10 3
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(CUSIP Number)
Paul B. Loyd, Jr.
Carrizo Oil & Gas, Inc.
14701 St. Mary's Lane, Suite 800
Houston, Texas 77079
(281) 496-1352
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 11, 2004
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(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).
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CUSIP NO. 144577 10 3
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul B. Loyd, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 895,183 shares (114,506 are issuable upon the exercise of
SHARES 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)
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10 SHARED DISPOSITIVE POWER
0 shares
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
895,183 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.83%
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14 TYPE OF REPORTING PERSON*
IN
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INTRODUCTORY NOTE.
This Amendment No. 5 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, and Amendment No. 4
filed on December 11, 2003 (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 23, 2003, Mr. Loyd made a charitable gift of 128,543 shares
of Common Stock.
On February 11, 2004, Mr. Loyd sold 274,285 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. Loyd, (the "Selling
Shareholders"). Mr. Loyd sold an additional 59,788 shares of Common Stock to the
Underwriters pursuant to the 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. 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 5, 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 1, 2004)). Such
ownership does not include any beneficial ownership that may be attributed to
Mr. Loyd 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. Loyd ceased to be the beneficial owner of more than five
percent of the outstanding shares of Common Stock on March 5, 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 65,119 shares of Common Stock from Mr. Loyd on or
before March 5, 2004. The over-allotment option was exercised, and Mr. Loyd sold
59,788 additional shares on March 5, 2004. In addition, pursuant to the terms of
the Underwriting Agreement, Mr. Loyd 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. Loyd in this offering were registered pursuant to an amended
and restated registration rights agreement dated December 15, 1999 (included as
Exhibit 14 to the Original Filing).
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 30 Lock-up Agreement, dated February 4, 2004, by and
between Paul B. Loyd, Jr. and CIBC World Markets, as
representative of the several underwriters listed in the
Underwriting Agreement dated February 5, 2004.
Exhibit 31 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/ Paul B. Loyd, Jr.
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Paul B. Loyd, Jr.
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