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): March 3, 2005
CARRIZO OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
Texas 000-22915 76-0415919
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
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 5.02 Election of Directors.
(d) On March 3, 2005, the Board of Directors of Carrizo Oil &
Gas, Inc. (the "Company") appointed Thomas L. Carter, Jr. to the Board of
Directors of the Company and the Nominating Committee thereof. Mr. Carter is
President and Chief Executive Officer of Black Stone Minerals Company, L.P., a
privately-owned Delaware limited partnership located in Houston, Texas. Mr.
Carter has also served as Managing General Partner of Black Stone Energy Company
from 1980 to the present. Prior to the formation of Black Stone, Mr. Carter
served as Managing General Partner of W.T. Carter & Bros. from 1987 through
1992. From 1975 to 1979, Mr. Carter was with Texas Commerce Bank in Houston,
Texas. Mr. Carter holds an M.B.A. and B.B.A. from the University of Texas at
Austin.
The Board of Directors of the Company determined that Mr. Carter
is an "independent director," as defined in the Marketplace Rules of the Nasdaq
Stock Market, Inc. In making this determination, the Board of Directors and its
Audit Committee reviewed Mr. Carter's existing relationship with the Company.
Mr. Carter and his immediate family members collectively own
interests directly and indirectly through entities, which are royalty owners in
the Company's Louisiana Delta Farms #1, Louisiana Delta Farms #2 and King Gas
#1. Mr. Carter also serves as an executive officer, general partner or
controlling shareholder of these entities (the "Black Stone Entities") and in
some cases he and his family hold substantial interests in these entities. The
Black Stone Entities acquired the royalty interests from a third party in June
2004. The Company estimates that, during 2004, (i) the Black Stone Entities
collectively earned approximately $444,770 from working interests in which
Carrizo is a partial owner, (ii) approximately $24,000 of the amount received
from these working interests was attributable to the ownership of Mr. Carter and
his immediate family, and (iii) Mr. Carter's family members received $2,063
directly from these working interests. These amounts reflect production from
Carrizo wells for only the trailing seven months of 2004 and are expected to
increase for a full year of production in 2005. In addition, the Black Stone
Entities own royalty interests in the undeveloped Lazarus and Twins Prospects,
which the Company may develop in the future.
The Board of Directors determined that Mr. Carter's existing
relationship with the Company and his interest in the Black Stone Entities does
not currently and will not in the future be deemed to create a conflict of
interest under the Code of Ethics and is in compliance with the Code of Ethics.
The Board of Directors determined that Mr. Carter would recuse himself on
matters relating to the Delta Farms Wells and Lazarus Prospects as an
appropriate and preventative action to eliminate future conflicts of interest
relating to Mr. Carter's interest in the Black Stone Entities.
Item 5.05 Amendments to the Registrant's Code of Ethics, or
Waiver of a Provision of the Code of Ethics.
The information provided under Item 5.02 of this Current Report
is incorporated into this Item 5.05 by reference.
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.
CARRIZO OIL & GAS, INC.
By: /s/ Paul F. Boling
------------------
Name: Paul F. Boling
Title: Vice President and
Chief Financial Officer
Date: March 8, 2005