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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
Cross-Continent Auto Retailers, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
227480-10-0
(CUSIP Number)
The information required in the remainder of this cover page (except any items
to which the form provides a cross-reference) 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.
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SCHEDULE 13G
CUSIP No. 227480-10-0 Page 2 of 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bill A. Gilliland
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5. SOLE VOTING POWER
SHARES 6,536,869 47.4%
BENEFICIALLY -------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 6,536,869 47.4%
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8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,536,869*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
47.4%
12. TYPE OF REPORTING PERSON
IN
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*Includes 1,634,355 shares owned by Xaris, Ltd., a Texas limited partnership.
Pursuant to an agreement, Mr. Gilliland controls Xaris Management Co., Inc.,
the general partner of Xaris, Ltd. Mr. Gilliland disclaims beneficial
ownership of these shares.
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SCHEDULE 13G
CUSIP No. 227480-10-0 Page 3 of 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Xaris, Ltd.
75-2658000
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,634,355 11.8%
BENEFICIALLY -------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 1,634,355 11.8%
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8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,634,355
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.8%
12. TYPE OF REPORTING PERSON
PN
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SCHEDULE 13G
CUSIP No. 227480-10-0 Page 4 of 7
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Xaris Management Co., Inc.
75-2657998
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,634,355 11.8%
BENEFICIALLY -------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 0
REPORTING -------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 1,634,355 11.8%
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8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,634,355
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.8%
12. TYPE OF REPORTING PERSON
CO
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SCHEDULE 13G
CUSIP No. 227480-10-0 Page 5 of 7
Item 1(a) Name of Issuer:
Cross-Continent Auto Retailers, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
1201 South Taylor Street
Amarillo, TX 79101
Item 2(a) Name of Person(s) Filing:
This statement is filed by Bill A. Gilliland, Xaris, Ltd., a
Texas limited partnership, and Xaris Management Co., Inc., a
Texas corporation and the general partner of Xaris, Ltd. Pursuant
to an agreement, Mr. Gilliland controls Xaris Management Co.,
Inc.
Item 2(b) Address of Principal Business Office:
The address of each of the filers is:
c/o Cross-Continent Auto Retailers, Inc.
1201 South Taylor Street
Amarillo, TX 79101
Item 2(c) Citizenship
Mr. Gilliland is a United States citizen. Xaris, Ltd. is a Texas
limited partnership and Xaris Management Co., Inc. is a Texas
corporation.
Item 2(d) Title of Class of Securities:
Common Stock of Cross-Continent Auto Retailers, Inc.
Item 2(e) CUSIP Number
227480-10-0
Item 3 The person(s) filing is (are):
Inapplicable
Item 4 Ownership
The information set forth in Items 5 through 9 on the cover page
for each of the filers hereunder is incorporated herein by
reference.
None of the filers hereunder currently possesses any rights to
acquire additional shares of Cross-Continent Auto Retailers,
Inc.'s Common Stock.
Item 5. Ownership of Five Percent or Less of a Class
Inapplicable.
Item 6. Ownership of More than 5% on Behalf of Another Person:
Inapplicable.
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SCHEDULE 13G
CUSIP No. 227480-10-0 Page 6 of 7
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Inapplicable.
Item 8. Identification and Classification of Members of the Group
Inapplicable.
Item 9. Notice of Dissolution of the Group
Inapplicable.
Item 10. Certification
Inapplicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 14, 1997
Signature: /s/ Bill A. Gilliland
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Name/Title: Bill A. Gilliland
XARIS, LTD.
By: Xaris Management Co., Inc., its general
partner
Signature: /s/ Bill A. Gilliland
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Name/Title: Bill A. Gilliland/President
XARIS MANAGEMENT CO., INC.
Signature: /s/ Bill A. Gilliland
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Name/Title: Bill A. Gilliland/President
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EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement, dated February 14, 1997, among the
signatories to this Schedule 13G.
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Exhibit 1
Joint Filing Agreement
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint filing agreements.
The undersigned acknowledge that each shall be responsible for the timely filing
of such amendments, and for the completeness and accuracy of the information
concerning it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others, except to
the extent that it knows or has reason to believe that such information is
inaccurate.
This Agreement may be executed in any number of counterparts and all of
such counterparts taken together shall constitute one and the same instrument.
Dated: February 14, 1997
Signature: /s/ Bill A. Gilliland
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Name/Title: Bill A. Gilliland
XARIS, LTD.
By: Xaris Management Co., Inc., its general
partner
Signature: /s/ Bill A. Gilliland
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Name/Title: Bill A. Gilliland/President
XARIS MANAGEMENT CO., INC.
Signature: /s/ Bill A. Gilliland
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Name/Title: Bill A. Gilliland/President
