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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4/A
AMENDMENT NO. 4
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ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of
the Securities Exchange Act of 1934)
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CROSS TIMBERS OIL COMPANY
(Name of Issuer)
CROSS TIMBERS OIL COMPANY
(Name of Person Filing Statement)
Common Stock, Par Value $.01 227573 10 2
(Title of Class of Securities) (CUSIP Number of Class of
Securities)
Louis G. Baldwin Copy to:
Senior Vice President and Chief Financial Officer Thomas W. Briggs, Esq.
Cross Timbers Oil Company Kelly, Hart & Hallman, P.C.
810 Houston Street 201 Main Street, Suite 2500
Fort Worth, Texas 76102 Fort Worth, Texas 76102
817-870-2800 (817) 332-2500
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
August 12, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
<TABLE>
_____________________________________________________________________
Amount
Transaction Valuation* of Filing Fee
<S> <C>
$58,953,125 $11,791 **
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</TABLE>
* For purposes of calculating the fee only. The market value of the
Common Stock proposed to be acquired was established by multiplying the
average of 21 1/2 and 21 3/8 (the high and low sale prices on August 8, 1996)
by 2,750,000, the maximum number of shares of Common Stock which the Company
has offered to acquire. The amount of the filing fee, calculated in
accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934,
equals 1/50 of one percent of the value of the securities to be acquired.
** Previously paid.
[_] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
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<PAGE>
<PAGE>
Item 8. Additional Information.
Item 8(e) is amended by the addition of the information set forth in the
press release dated September 18, 1996, a copy of which is attached hereto as
Exhibit 99.14, which information is incorporated herein by reference, and by
the information set forth in the letter to holders of the Series A Preferred
Stock dated September 16, 1996, a copy of which is attached hereto as Exhibit
99.15, which information is incorporated herein by reference..
Item 9. Material to be Filed as Exhibits.
Item 9 is amended by the addition of the following Exhibit:
99.14 Text of press release dated September 18, 1996.
99.15 Letter to holders of Series A Preferred Stock dated
September 16, 1996.<PAGE>
<PAGE>
SIGNATURE
After due 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.
CROSS TIMBERS OIL COMPANY
September 18, 1996
By: /s/Louis G. Baldwin
Louis G. Baldwin
Senior Vice President and
Chief Financial Officer
EXHIBIT 99.14
Number: 96-19
CROSS TIMBERS OIL ANNOUNCES
RESULTS OF EXCHANGE OFFER
FORT WORTH, TX (September 18, 1996) - Cross Timbers Oil Company (NYSE-
XTO) announced today the final results of its offer to exchange shares of the
Company's new Series A Convertible Preferred Stock for up to 2,750,000 shares
of the Company's Common Stock. Preliminary results were announced last week.
Of the total shares of Common Stock outstanding, 1,324,111 shares of
Common Stock were tendered and not withdrawn and, after cash payments in lieu
of fractional shares, were exchanged for 1,138,729 shares of Series A
Convertible Preferred Stock.
The Series A Convertible Preferred shares have been approved for listing
on the New York Stock Exchange and trade under the symbol "XTOPRA".
ChaseMellon Shareholder Services, L.L.C., the Exchange Agent for the Offer,
will begin issuing stock certificates later this week.
Cross Timbers Oil Company, one of the nation's fastest growing
independents, is engaged in the acquisition, exploitation and development of
quality, long-lived producing oil and gas properties. The firm, whose
predecessor companies were established in 1986, completed its initial public
offering in May 1993. Its properties are concentrated in Texas, Oklahoma,
Kansas, New Mexico and Wyoming.
Contact: Louis G. Baldwin
Senior Vice President and Chief Financial Offer
Cross Timbers Oil Company
817/870-2800
EXHIBIT 99.15
[Letterhead of Cross Timbers Oil Company]
September 16, 1996
Dear Stockholder:
We are pleased to enclose with this letter your stock certificate(s)
representing the shares of our new Series A Convertible Preferred Stock
issued in connection with your tender of Cross Timbers' Common Stock in our
exchange offer completed last week. A check is also enclosed in lieu of any
fractional shares.
In addition, please note that the redemption schedule on page 25 of the
Offering Circular for the exchange offer incorrectly reflects only nine years
(through October 15, 2005) of above-$25 redemption prices for the Series A
Preferred Stock, instead of the ten years (through October 15, 2006) stated
in the Offering Circular cover page and summary. The corrected redemption
schedule (with its accompanying sentence) is as follows:
With respect to redemptions occurring through October 15, 2000, and
redemptions after October 15, 2000, the Series A Preferred Stock may
be redeemed by the Company, at its option, in whole or in part at any
time, if redeemed during the 12-month period ending October 15 of
any year specified below, at the following redemption prices:
Price Price
Year Per Share Year Per Share
---- --------- ---- ---------
2000 . . . . . . $26.09 2004 . . . . . . . $25.47
2001 . . . . . . $25.94 2005 . . . . . . . $25.31
2002 . . . . . . $25.78 2006 . . . . . . . $25.16
2003 . . . . . . $25.63
and thereafter at $25.00 per share, plus in each case accrued and unpaid
dividends to the redemption date.
Note that the foregoing correction increases redemption prices in every year
listed except the first, which remains unchanged.
We look forward to having you as a holder of our new series of Preferred
Stock. Should you have any questions about our Company or your Preferred
Stock, please do not hesitate to call me at 817-870-2800.
Sincerely,
/s/ Louis Baldwin
Louis Baldwin,
Vice President and
Chief Financial Officer
