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): ~~November~~December 1420, 2019

~~Carrizo~~CARRIZO ~~Oil~~OIL & ~~Gas~~GAS, ~~Inc~~INC.*

(Exact name of registrant as specified in its charter)

Texas	000-29187-87	76-0415919
Delaware	001-14039	64-0844345
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2000 W. Sam Houston Parkway S., Suite 2000		77042
(Address of principal executive offices)		(Zip code)

500 Dallas Street
Suite 2300
Houston, Texas		77002
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (713) 589-5200

~~Registrant’s~~500 ~~telephone~~Dallas ~~number, including area code: (713) 328-1000~~St.

~~Not~~Suite ~~applicable~~2300

Houston, Texas 77002

(Former name or former address, if changed since last report.)

Pursuant to the Agreement and Plan of Merger, dated as of July 14, 2019 (as amended), by and between Callon Petroleum Company, a Delaware corporation (“Callon”), and Carrizo Oil & Gas, Inc. (“Carrizo”), Carrizo merged with and into Callon (the “Merger”) on December 20, 2019, with Callon surviving the Merger. Callon is Carrizo’s successor-in-interest as a result of the Merger. Carrizo’s state of incorporation was Texas, its I.R.S. Employer Identification Number was 76-0415919, its Commission File Number was 000-29187-87, its telephone number was (713) 328-1000 and its address was 500 Dallas St., Suite 2300 Houston, TX 77002.

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		CRZO		NASDAQ Global Select Market(1)

(1) The common stock, par value $0.01 per share, of Carrizo Oil & Gas, Inc. will cease being traded prior to the opening of the market on December 23, 2019 and will no longer be listed on the NASDAQ.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~Introductory 7Note.~~01. Regulation FD Disclosure.~~

On ~~November~~December 1820, 2019 (the “Effective Date”), following approval by the common shareholders of both Callon Petroleum Company, a Delaware corporation (“Callon”), and Carrizo Oil & Gas, Inc., a Texas corporation (“Carrizo”), ~~and~~at ~~Callon~~special ~~Petroleum~~meetings ~~Company~~held (“that morning, Callon”) ~~issued~~and aCarrizo ~~joint~~completed ~~press~~their ~~release~~previously ~~making~~announced ~~announcements~~merger, ~~regarding~~pursuant ~~the~~to ~~record~~which ~~dates~~Carrizo ~~for~~merged ~~their~~with ~~respective~~and ~~reconvened~~into ~~special~~Callon, ~~meetings~~with ofCallon ~~shareholders~~as tothe ~~consider~~surviving ~~and~~corporation ~~vote~~(the on“Merger”), ~~matters~~in ~~relating~~accordance towith the ~~merger~~terms ~~agreement~~of ~~(as~~the ~~defined~~Agreement ~~below).~~and APlan ~~copy~~ of ~~the~~Merger, ~~press~~dated ~~release~~as isof ~~furnished~~July 14, 2019 (as ~~Exhibit~~amended, ~~99.1~~the to“Merger ~~this~~Agreement”), ~~report~~by and ~~incorporated~~between byCallon ~~reference~~and ~~herein~~Carrizo.

~~None of the information furnished in this~~ Item 71.~~01 and the accompanying Exhibit 99~~02.1 ~~will~~Termination ~~be deemed “filed” for purposes~~ of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be incorporated by reference into any filing by Carrizo under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Item 7.01 and the accompanying Exhibit 99.1 is not intended to, and does not, constitute a ~~determination~~Material orDefinitive ~~admission by Carrizo that the information in this Item 7~~Agreement.~~01 and the accompanying Exhibit 99.1 is material or complete, or that investors should consider this information before making an investment decision with respect to any security of Carrizo.~~

In connection with the closing of the Merger, on the Effective Date, Carrizo terminated all outstanding commitments under that certain Credit Agreement, dated as of January 27, 2011, among Carrizo, as borrower, BNP Paribas, as administrative agent, Credit Agricole Corporate and Investment Bank and Royal Bank of Canada, as co-syndication agents, Capital One, N.A. and Compass Bank, as co-documentation agents, BNP Paribas Securities Corp., as sole lead arranger and sole bookrunner, and the lenders party thereto (as amended, the “Credit Agreement”). In connection with the termination of the Credit Agreement, on the Effective Date, all outstanding obligations under the Credit Agreement were paid off in full, and all liens securing such obligations and guarantees of such obligations were released.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

As discussed in the Introductory Note, on the Effective Date, Carrizo completed its previously announced Merger, pursuant to which Carrizo merged with and into Callon, with Callon as the surviving corporation, in accordance with the terms of the Merger Agreement. At the effective time of the Merger on the Effective Date (the “Effective Time”), each share of common stock, par value $0.01 per share, of Carrizo (“Carrizo Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares, as defined in the Merger Agreement) was cancelled and converted automatically into the right to receive 1.75 shares (the “Exchange Ratio”) of common stock, par value $0.01 per share, of Callon (“Callon Common Stock”), with cash paid in lieu of the issuance of any fractional shares of Callon Common Stock (such cash in lieu of fractional shares together with the Callon Common Stock issuable in connection with the Merger, the “Merger Consideration”).

Also at the Effective Time, (1) each outstanding share of restricted Carrizo Common Stock vested and converted into the right to receive the Merger Consideration, subject to any applicable withholding taxes, (2) each outstanding Carrizo restricted stock unit (except with respect to the Special RSU Award described below) was cancelled and converted into a vested right to receive a number of shares of Callon Common Stock that is equal to the product of (a) the number of shares of Carrizo Common Stock subject to such Carrizo restricted stock unit as of immediately prior to the Effective Date, multiplied by (b) the Exchange Ratio, rounded up to the nearest whole share, subject to any applicable withholding taxes, (3) each outstanding award of Carrizo performance shares was cancelled and converted into a vested right to receive a number of shares of Callon Common Stock that is equal to the product of (a) the greater of (i) the target number of shares of Carrizo Common Stock subject to such Carrizo performance share award as of immediately prior to the Effective Date and (ii) the number of shares of Carrizo Common Stock to be earned based on actual achievement of the performance criteria set forth in the applicable award agreement, measured based on a shortened performance period that ends as of the close of the business day prior to the Effective Date (if such performance is determinable, and as determined by the Carrizo board of directors immediately prior to the Effective Date), multiplied by (b) the Exchange Ratio, rounded up to the nearest whole share, subject to any applicable withholding taxes, (4) a restricted stock unit award made to an employee of Carrizo in June 2019 (the “Special RSU Award”) was assumed by Callon and converted into a restricted stock unit with respect to a number of shares of Callon Common Stock that is equal to the product of (a) the number of shares of Carrizo Common Stock subject to the Special RSU Award as of immediately prior to the Effective Date, multiplied by (b) the Exchange Ratio, rounded to the nearest whole share, with vesting and other terms and conditions provided in the governing award agreement to otherwise continue in full force and effect, and (5) each outstanding Carrizo stock appreciation right was cancelled and converted into and thereafter evidences a stock appreciation right covering shares of Callon Common Stock with respect to that number of shares of Callon Common Stock that is equal to the product of (a) the number of shares of Carrizo Common Stock subject to such Carrizo stock appreciation right as of immediately prior to the Effective Date, multiplied by (b) the Exchange Ratio, rounded

down to the nearest whole share. The exercise price per share of the converted Callon stock appreciation right is equal to the exercise price per share of the Carrizo stock appreciation right divided by the Exchange Ratio, rounded up to the nearest whole cent. The converted Callon stock appreciation rights are subject to such other terms and conditions as applied to the corresponding Carrizo stock appreciation rights immediately prior to the Effective Date, provided that the converted Callon stock appreciation rights are vested and exercisable in full and will remain exercisable for their full original term without regard to any continuing service requirement.

Performance goals applicable to Carrizo performance share awards were deemed satisfied at the greater of target and actual performance as of the date of the Merger, as determined in accordance with the Merger Agreement.

The foregoing description of the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibits 2.1, 2.2 and 2.3 hereto and incorporated herein by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Prior to the Effective Time, shares of Carrizo Common Stock were listed and traded on the NASDAQ Global Select Market (the “NASDAQ”) under the trading symbol “CRZO.” In connection with the completion of the Merger, Carrizo notified the NASDAQ that each outstanding share of Carrizo Common Stock was converted into the right to receive the Merger Consideration. At Carrizo’s request, the NASDAQ will file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to the delisting of the Carrizo Common Stock and the deregistration of the Carrizo Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Carrizo Common Stock will cease being traded prior to the opening of the market on December 23, 2019 and will no longer be listed on the NASDAQ.

In addition, Carrizo intends to file with the SEC a Form 15 requesting that the reporting obligations of Carrizo under Sections 13(a) and 15(d) of the Exchange Act be suspended.

Item 3.03.

Material Modification to Rights of Security Holders.

The information set forth under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01.

Changes in Control of Registrant.

The information set forth under the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, all of the directors and executive officers of Carrizo ceased serving in such capacities, effective as of the Effective Time.

In addition, in connection with the Merger, S.P. Johnson IV, Steven A. Webster and Frances Aldrich Sevilla-Sacasa, who were members of the Board of Directors of Carrizo immediately prior to the Effective Time, were appointed to the Board of Directors of Callon, effective as of immediately after the Effective Time, and Gregory F. Conaway, who was Vice President and Chief Accounting Officer of Carrizo immediately prior to the Effective Time, was appointed as Callon’s Chief Accounting Officer, effective as of immediately after the Effective Time.

Item 8.01.

Other Events.

~~Special~~Redemption ~~Meeting~~ of ~~Shareholders~~Carrizo’s ~~and~~Preferred ~~Record Date~~ Stock

OnIn ~~November 14,~~connection ~~2019,~~with ~~Carrizo~~the ~~convened its special meeting of shareholders~~Merger, ~~which~~on ~~was called to consider Carrizo’s proposals set forth in~~ the ~~joint~~Effective ~~proxy statement/prospectus (as defined below). Prior to conducting any business~~Date, Carrizo ~~adjourned~~redeemed ~~the~~each ~~special~~issued ~~meeting to provide its shareholders with time to consider~~ and ~~evaluate~~outstanding ~~such~~share ~~proposals in light~~ of ~~recent developments, including~~ Carrizo’s ~~entry into the amendment (as defined below)~~8.875% ~~The~~Redeemable ~~special~~Preferred ~~meeting is scheduled to be reconvened to consider and vote on Carrizo’s proposals set forth in the supplement (as defined below) on December 20~~Stock, ~~2019,~~par atvalue ~~9:00 a~~$0.m.01 ~~Central~~per ~~Time~~share, atfor ~~Two~~a ~~Allen~~total ~~Center,~~redemption ~~The~~price ~~Forum,~~of ~~1200 Smith Street, 12th Floor, Houston, Texas 77002~~$220. 4 million.

Carrizo has changed the record date from the close of business on October 7, 2019 to the close of business on November 29, 2019 for the determination of the holders of Carrizo’s common stock, par value $0.01 per share (“Carrizo common stock), entitled to receive notice of, and to vote at, the reconvened Carrizo special meeting or any adjournments or postponements thereof.

Any proxies previously submitted by Carrizo shareholders with respect to the special meeting convened and adjourned on November 14, 2019 will not be counted. Carrizo shareholders must submit a new proxy in order for their votes to be counted.

Supplement to Joint Proxy Statement/Prospectus

As previously disclosed, on July 14, 2019, Callon and Carrizo entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to the Agreement and Plan of Merger, the “original merger agreement”), providing for Callon’s acquisition of Carrizo. The original merger agreement provides that, upon the terms and subject to the conditions set forth therein, Carrizo will merge with and into Callon, with Callon as the surviving corporation (the “merger”). On October 9, 2019, Callon filed with the Securities and Exchange Commission (the “SEC”) a joint proxy statement/prospectus for the solicitation of proxies in connection with the special meetings of Callon’s shareholders and Carrizo’s shareholders, each to be held on November 14, 2019, to vote upon, among other things, matters necessary to complete the merger (the “joint proxy statement/prospectus”).

Also as previously disclosed, on November 13, 2019, Callon and Carrizo entered into Amendment No. 2 to the Agreement and Plan of Merger (the “amendment”; the original merger agreement, as amended by the amendment, the “merger agreement”). Pursuant to the amendment, among other things, at the effective time of the merger, each outstanding share of Carrizo common stock will be converted into the right to receive 1.75 shares of Callon common stock, par value $0.01 per share (“Callon common stock”), instead of 2.05 shares of Callon common stock as provided in the original merger agreement.

The purpose of this Current Report on Form 8-K is to update and supplement the joint proxy statement/prospectus to reflect recent developments, including, among other things, the amendment. The additional information (the “supplement”) is attached as Exhibit 99.2 hereto and is incorporated by reference herein. Shareholders of Carrizo are encouraged to read the supplement as well as the joint proxy statement/prospectus in their entirety.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
	99.1	Joint Press Release, dated November 18, 2019.
	2.1±	Agreement and Plan of Merger, dated as of July 14, 2019, by and between Callon Petroleum Company and Carrizo Oil & Gas, Inc. (incorporated herein by reference to Exhibit 2.1 to Carrizo’s Current Report on Form 8-K filed on July 15, 2019).
	99.2	Supplement, dated November 18, 2019, to Joint Proxy Statement/Prospectus, dated October 9, 2019.
	2.2	Amendment No. 1 to Agreement and Plan of Merger, dated as of August 19, 2019, by and between Callon Petroleum Company and Carrizo Oil & Gas, Inc. (incorporated herein by reference to Annex A of Carrizo’s definitive proxy statement filed on October 9, 2019).
	99.3	Consent of J.P. Morgan Securities LLC.
	2.3	Amendment No. 2 to Agreement and Plan of Merger, dated as of November 13, 2019, by and between Callon Petroleum Company and Carrizo Oil & Gas, Inc. (incorporated herein by reference to Exhibit 2.1 to Carrizo’s Current Report on Form 8-K filed on November 14, 2019).
	99.4	Consent of RBC Capital Markets, LLC.
	104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
	99.5	Consent of Lazard Frères & Co. LLC.
	104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

~~Additional~~± ~~Information~~Certain schedules and ~~Where~~similar attachments have been omitted pursuant to ~~Find~~Item It601(a)(5) of Regulation S-K. Callon agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted. The information contained herein should not be considered as a recommendation that any person should subscribe for or purchase any securities.

This communication shall not constitute a notice of redemption with respect to or an offer to purchase or sell (or the solicitation of an offer to purchase or sell) any preferred stock of Carrizo.

In connection with the proposed transaction, Callon filed a Registration Statement on Form S-4 on October 4, 2019 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), that included a joint proxy statement of Carrizo and Callon, which also constitutes a prospectus of Callon. The Registration Statement was declared effective by the SEC on October 9, 2019, and Carrizo and Callon commenced mailing the definitive proxy statement/prospectus to their respective shareholders on or about October 11, 2019. This communication is not a substitute for the joint proxy statement/prospectus (or the supplement thereto) or the Registration Statement or for any other document that Carrizo or Callon may file with the SEC and/or send to Carrizo’s shareholders and/or Callon’s shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF CARRIZO AND CALLON ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (AND SUPPLEMENT THERETO), AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY CARRIZO AND CALLON WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CARRIZO, CALLON AND THE PROPOSED TRANSACTION.

Investors can obtain free copies of the Registration Statement and joint proxy statement/prospectus (and supplement thereto), as each may be amended from time to time, and other relevant documents filed by Carrizo and Callon with the SEC (when they become available) through the website maintained by the SEC at https://www.sec.gov. Copies of documents filed with the SEC by Carrizo will be available free of charge from Carrizo’s website at https://www.carrizo.com or by contacting Carrizo’s Investor Relations Department at 713-328-1055. Copies of documents filed with the SEC by Callon will be available free of charge from Callon’s website at https://www.callon.com or by contacting Callon’s Investor Relations Department at 281-589-5200.

Participants in the Proxy Solicitation

Carrizo, Callon and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Carrizo’s and Callon’s shareholders in connection with the proposed transaction. Information regarding the executive officers and directors of Carrizo is included in its definitive proxy statement for its 2019 annual meeting filed with the SEC on April 2, 2019. Information regarding the executive officers and directors of Callon is included in its definitive proxy statement for its 2019 annual meeting filed with the SEC on March 27, 2019. Additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, is set forth in the Registration Statement and joint proxy statement/prospectus (and supplement thereto) and other materials when they are filed with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the paragraphs above.

Cautionary Statement Regarding Forward-Looking Information

Certain statements in this communication concerning the proposed business combination between Carrizo and Callon, including any statements regarding the expected timetable for reconvening the shareholder meetings, the results, effects, benefits and synergies of the proposed transaction, future opportunities for the combined company, future financial performance and condition, guidance and any other statements regarding Carrizo’s or Callon’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, risk of litigation, including the results, uncertainties and costs of litigation, failure to obtain the required votes of Carrizo’s shareholders or Callon’s shareholders to approve the transaction and related matters; whether any redemption of Carrizo’s preferred stock will be necessary or will occur prior to the closing of the transaction; the risk that a condition to closing of the proposed transaction may not be satisfied, that either party may terminate the merger agreement or that the closing of the proposed transaction might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement of the revised transaction or completion of the transaction; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Carrizo and Callon; the effects of the business combination of Carrizo and Callon, including the combined company’s future financial condition, results of operations, strategy and plans; the ability of the combined company to realize anticipated synergies and other benefits in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; regulatory approval of the transaction; the effects of commodity price changes; and the risks of oil and gas activities. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for our operations, oil and natural gas market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.

Additional factors that could cause results to differ materially from those described above can be found in Carrizo’s Annual Report on Form 10-K for the year ended December 31, 2018 and in its subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, each of which is on file with the SEC and available from Carrizo’s website at https://www.carrizo.com and in other documents Carrizo files with the SEC, and in Callon’s Annual Report on Form 10-K for the year ended December 31, 2018 and in its subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, each of which is on file with the SEC and available from Callon’s website at https://www.callon.com and in other documents Callon files with the SEC.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Carrizo nor Callon assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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.

CALLON PETROLEUM COMPANY (successor in interest to Carrizo Oil & Gas, Inc.)

Date: November 18, 2019

/s/ David L. Pitts

Date: December 20, 2019

/s/ Joseph C. Gatto Jr.

~~David~~Joseph LC. ~~Pitts~~Gatto Jr.

~~Vice~~ President and Chief ~~Financial~~Executive Officer

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