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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4/A
AMENDMENT NO. 1
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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
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Amount
Transaction Valuation* of Filing Fee
<S> <C>
$58,953,125 $11,791 **
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* 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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Item 8. Additional Information.
Item 8(e) is amended by the addition of the following information:
The last full paragraph of the Cover Page to the Offering Circular is
hereby amended by adding at the end thereof the following: "No certificates
representing a fraction of a share of Series A Preferred Stock will be issued
pursuant to the Offer. In lieu thereof, each tendering stockholder who would
otherwise be entitled to a fractional share of Series A Preferred Stock will
receive cash in an amount equal to such fraction (expressed as a decimal and
rounded to the nearest 0.01 of a share) times $25.00, which is the
liquidation preference of one whole share of Series A Preferred Stock."
Paragraphs (b) and (c) on page 12 of the Offering Circular are hereby
amended by deleting the phrase "sole judgement" where it appears in such
paragraphs and inserting in its place the phrase "reasonable judgment."
The paragraph under the heading "Cash in Lieu of Fractional Shares of
Series A Preferred Stock" on page 12 of the Offering Circular is hereby
amended by adding at the end thereof the following: ", which is the
liquidation preference of one whole share of Series A Preferred Stock."
The first full paragraph on page 16 of the Offering Circular is hereby
amended by adding at the end thereof the following: "The Company further
confirms that all conditions to the Offer (other than the receipt of any
necessary government approvals) must be satisfied or waived prior to the
Expiration Date."
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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 27, 1996
By: /s/Louis G. Baldwin
Louis G. Baldwin
Senior Vice President and
Chief Financial Officer
