1
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): December 11, 1998
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 0-22915 76-0415919
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
14811 ST. MARY'S LANE
SUITE 148
HOUSTON, TEXAS 77079
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (281) 496-1352
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 11, 1998, Carrizo Oil & Gas, Inc., a Texas
corporation (the "Company") completed the acquisition (the "Acquisition") of
certain oil and gas producing properties in Wharton County, Texas, along with
certain rights to participate in certain exploration prospects (primarily in the
Wilcox formation) in Wharton County, Texas and associated rights of access to
certain 2-D and 3-D seismic data and related information and certain other
related assets (collectively, the "Assets") from Hall-Houston Oil Company, a
Texas corporation, Hall-Houston 1996 Exploration and Development Facility
Overriding Royalty Trust, a Texas trust, and Hall-Houston Oil Company Employee
Royalty Trust, a Texas trust (collectively, "Hall-Houston"). The Acquisition was
effected pursuant to an Agreement dated November 20, 1998 by and between the
Company and Hall-Houston (the "Agreement") which is incorporated herein by
reference.
The consideration for the Acquisition was $3 million cash,
subject to certain post-closing adjustments as provided in the Agreement
relating to, among other things, oil and gas production from the Assets from an
effective date of October 1, 1998. The $3 million consideration was determined
by negotiations between the Company and Hall-Houston. There was no material
relationship between the Company and Hall-Houston prior to the consummation of
the Acquisition. The source of funds for the Acquisition was the term loan
arrangement entered into between the Company and Compass Bank in September of
1998 (described in the Company's Form 10-Q for the quarterly period ending
September 30, 1998).
The Acquisition is not required to be reported under Item
2 of Form 8-K because it does not involve an acquisition of a business that is
"significant" as determined under Regulation S-X 11-01(b) by reference to the
most recently completed annual fiscal year for the Company and the Assets. The
Acquisition is being reported because of its possible significance in relation
to the Company's and the Assets' current fiscal year.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired.
In accordance with Item 7(a)(4) of Form 8-K, registrant will
file the required financial statements by amendment to this
Form 8-K as soon as practicable, but no later than February
24, 1999.
(b) Pro Forma Financial Information.
In accordance with Item 7(b)(2) of Form 8-K, registrant will
file the required financial information by amendment to this
Form 8-K as soon as practicable, but no later than February
24, 1999.
(c) Exhibits.
Page 2
3
2.1 Agreement dated November 20, 1998 by and between the Company
and Hall-Houston.
*99.1 Limited Guaranty by Douglas A.P. Hamilton for the benefit of
Compass Bank.
*99.2 Notice of Final Agreement with respect to a term loan from
Compass Bank.
*99.3 Limited Guaranty by Paul B. Loyd, Jr. for the benefit of
Compass Bank.
*99.4 Limited Guaranty by Steven A. Webster for the benefit of
Compass Bank.
*99.5 Fourth Agreement to First Amended, Restated, and Combined Loan
Agreement by and between the Company and Compass Bank.
- ------------------------------
* Incorporated by reference to the Company's Form 10-Q for the quarterly
period ending September 30, 1998.
Page 3
4
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/ S.P. JOHNSON IV
------------------------------------
Name: S.P. Johnson IV
----------------------------------
Title: President
---------------------------------
Date: December 28, 1998
Page 4
5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
2.1 Agreement dated November 20, 1998 by and between the Company
and Hall-Houston.
*99.1 Limited Guaranty by Douglas A.P. Hamilton for the benefit of
Compass Bank.
*99.2 Notice of Final Agreement with respect to a term loan from
Compass Bank.
*99.3 Limited Guaranty by Paul B. Loyd, Jr. for the benefit of
Compass Bank.
*99.4 Limited Guaranty by Steven A. Webster for the benefit of
Compass Bank.
*99.5 Fourth Agreement to First Amended, Restated, and Combined Loan
Agreement by and between the Company and Compass Bank.
- --------------
* Incorporated by reference to the Company's Form 10-Q for the quarterly
period ending September 30, 1998.