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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13E-4/A
AMENDMENT NO. 2
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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>
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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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Item 8. Additional Information.
Item 8(e) is amended by the addition of the following information:
Page 3 of the Offering Circular is hereby amended by adding the
following new paragraph immediately following the carryover paragraph: " The
holders the Series A Preferred Stock will also be entitled to vote as a
separate class to elect two directors if the equivalent of six or more
quarterly dividends (whether consecutive or not) on the Series A Preferred
Stock is in arrears. Such voting rights will continue until such time as the
dividend arrearage on the Series A Preferred Stock and shares of stock
ranking on a parity with it have been paid in full."
Page 24 of the Offering Circular is hereby amended by adding the
following new paragraph immediately following the first paragraph under the
heading "Voting Rights": "In addition, whenever dividends on the Series A
Preferred Stock or any outstanding shares of Preferred Stock ranking as to
dividends on a parity with the Series A Preferred Stock have not been paid in
an aggregate amount equal to at least six quarterly dividends on such shares
(whether or not consecutive), the number directors will be increased by two,
and the holders of the Series A Preferred Stock, voting separately as a class
with the holders of such Preferred Stock on which like voting rights have
been conferred and are exercisable, will be entitled to elect such two
additional directors to the Board of Directors at any meeting of stockholders
at which directors are to be elected held during the period such dividends
remain in arrears. Such voting rights will terminate when all such dividends
accrued and in default have been paid in full or set apart for payment. The
term of office of all directors so elected will terminate immediately upon
such payment or setting apart for payment."<PAGE>
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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 3, 1996
By: /s/Louis G. Baldwin
Louis G. Baldwin
Senior Vice President and
Chief Financial Officer
