SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HUGOTON ROYALTY TRUST
(Exact Name of Registrant as Specified in its Charter)
Texas 58-6379215
(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
901 Main Street, 17th Floor
Dallas, Texas 75202
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [x]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-68441
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
To be so Registered Each Class is to be Registered
------------------- ------------------------------
Trust Units New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Reference is made to "DESCRIPTION OF THE TRUST INDENTURE" and
"DESCRIPTION OF THE TRUST UNITS" in the Prospectus constituting part of the
Registrant's/Cross Timbers Oil Company's Registration Statement on
Form S-1/S-3, Registration No. 333-68441, filed with the Securities and
Exchange Commission on December 4, 1998, which is incorporated herein by
reference.
Item 2. Exhibits.
4.1 Hugoton Royalty Trust Indenture, dated as of December 4, 1998
(incorporated by reference to Exhibit 4.1 to the Registrant's/
Cross Timbers Oil Company's Registration Statement on Form S-1/S-3,
Registration No. 333-68441, filed with the Securities and Exchange
Commission on December 4, 1998).
4.2 Specimen of certificate of Trust Unit of Hugoton Royalty Trust.
99.1 Registration Statement on Form S-1/S-3, Registration No. 333-68441,
filed with the Securities and Exchange Commission on December 4,
1998.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Date: January 13, 1999
HUGOTON ROYALTY TRUST
By: CROSS TIMBERS OIL COMPANY,
as sponsor
By: /s/ Louis G. Baldwin
Louis G. Baldwin
Senior Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.2 Specimen of certificate of Trust Unit of Hugoton Royalty Trust.
EXHIBIT 4.2
[Face of Certificate]
NUMBER UNITS
HT
ORGANIZED UNDER THE LAWS THIS CERTIFICATE OF BENEFICIAL INTEREST
OF THE STATE OF TEXAS IS TRANSFERABLE IN
DALLAS, TEXAS OR NEW YORK, NEW YORK
TOTAL UNITS OF BENEFICIAL INTEREST
CREATED BY, ISSUED UNDER AND SUBJECT TO
THE TRUST INDENTURE DATED AS OF DECEMBER 1,
1998 FOR THE HUGOTON ROYALTY TRUST
SEE REVERSE FOR MANDATORY DIVESTITURE
PROVISIONS AND CERTAIN DEFINITIONS
CUSIP 444713 10 1
CERTIFICATE FOR UNITS
OF BENEFICIAL INTEREST IN
HUGOTON ROYALTY TRUST
This certifies that
is the owner of
Fully Paid Units of Beneficial Interest ("Units")
in that certain Trust known and designated as the Hugoton Royalty Trust,
created and established under the terms of the above referenced Trust
Indenture between Cross Timbers Oil Company, a Delaware corporation
("Grantor"), and NationsBank, N.A., a banking association organized under the
laws of the United States, as Trustee, a duplicate original of which Trust
Indenture is for the information of all concerned, held by said Trustee at
its trust office in Dallas, Texas. Said Trust Indenture is hereby referred
to and incorporated as a part of this Certificate for all purposes, and the
owner of this Certificate by accepting same consents to, and becomes bound
by, all the terms and provisions of said Trust Indenture and the provisions
herein. The Units represented by this Certificate are transferable on the
books of the Trustee by the holder hereof in person, or by duly authorized
attorney, upon surrender of this Certificate, properly endorsed, to the
Trustee. This Certificate shall not be valid until countersigned and
registered by the Transfer Agent and Registrar.
Witness the seal of the Trustee and the signature of the duly authorized
officer of the Trustee.
[Seal of NationsBank, N.A.]
Dated:
COUNTERSIGNED AND REGISTERED:
ChaseMellon Shareholder Services, L.L.P. NATIONSBANK, N.A.
TRANSFER AGENT AND REGISTRAR AS TRUSTEE
BY BY
AUTHORIZED SIGNATURE AUTHORIZED OFFICER
<PAGE>
[Reverse Side of Certificate]
Pursuant to Section 3.15 of the Trust Indenture, the Trustee may require
mandatory divestiture of a Unitholder's Trust Units in the Trust in the event
that the Trust or the Trustee is named in certain proceedings which seek the
cancellation or forfeiture of any property in which the Trust has an interest
because of the nationality or other status of such Unitholder. See Section
3.15 of the Trust Indenture for complete details.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM--as tenants in common UNIF GIFT MIN ACT--...Custodian...
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN --as joint tenants with right of under Uniform Gifts to
survivorship and not as tenants Minors Act........
in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For Value Received ____________________ hereby sell, assign and transfer unto
Please insert social security or
other identifying number of assignee
____________________________________
____________________________________________________________________________
Please print or typewrite name and address of assignee
____________________________________________________________________________
____________________________________________________________________________
__________________________________________Units of Beneficial Interest
represented by the within Certificate, and do hereby constitute and appoint
irrevocably________________ Attorney to transfer the said Units on the books
of the within named Trustee, with full power of substitution in the premises.
Dated_________________
X_______________________________
Signature
Notice: The signature(s) to this
Assignment must correspond with the
Name(s) as written upon the face of
the certificate exactly, without any
change whatever.
X______________________________
Signature
Signature(s) must be guaranteed
by a participant in a recognized
signature guaranty medallion
program.
________________________________
The holder of this certificate has acquired an interest in the Hugoton
Royalty Trust. The address of the Trust is 901 Main Street, 17th Floor,
Dallas, Texas 75202 and its taxpayer identification number is 58-6379215.
The Trust's tax shelter registration number is _______________. The
holder must report this registration number to the Internal Revenue Service
if the holder claims any deduction, loss, credit or other tax benefit or
reports any income by reason of his investment in the Trust. The holder must
report this registration number (as well as the name and taxpayer
identification number of the Trust) on Form 8271. FORM 8271 MUST BE ATTACHED
TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS, CREDIT OR OTHER TAX
BENEFIT OR REPORT ANY INCOME.
ISSUANCE OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS INVESTMENT
OR THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED OR APPROVED BY THE
INTERNAL REVENUE SERVICE.
If the holder of this certificate transfers an interest in the Trust to
another person, he is required by the Internal Revenue Service to keep a list
containing that person's name, address, taxpayer identification number, the
date on which he transferred the interest and in the name, address, and tax
shelter registration number of the Trust. If the holder of this certificate
does not wish to keep such a list, the holder must (i) send the information
specified above to the Trustee at the above address, which will keep the list
on behalf of the holder and (ii) give a copy of this notice to the person to
whom his interest was transferred.
