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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JANUARY 15, 1997
CROSS TIMBERS OIL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 1-10662 75-2347769
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
810 HOUSTON STREET, SUITE 2000, FORT WORTH, TEXAS 76102
(Address of principal executive offices) (Zip Code)
(817) 870-2800
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
Purchase of Cross Timbers Royalty Trust Units
On January 15, 1997, Cross Timbers Oil Company, a Delaware corporation
("the Company"), announced the completion of its previously announced program to
purchase one million units of beneficial interest ("Units") in Cross Timbers
Royalty Trust (NYSE-CRT). The Company's Board of Directors has also authorized
the purchase of up to one million additional Units from time to time in open
market or privately negotiated transactions. The purchase of Units will depend
on availability, oil and gas prices and general market conditions, and will be
funded by bank or margin debt and cash flow from operations. Cross Timbers
Royalty Trust currently has six million Units outstanding.
Results of Note Redemption
On January 21, 1997, the Company announced the results of its
redemption notice for its remaining 5-1/4% Convertible Subordinated Notes due
November 1, 2003 ("Notes"). Of the $31,274,000 principal amount of Notes called
for redemption on December 20, 1996, 99.8% were converted into the Company's
common stock. Payments to noteholders not converting totaled $62,000, including
premium payments, interest due and cash-in-lieu of fractional shares. Notes
totaling $31,216,000 were converted into 1,349,839 shares of common stock,
bringing outstanding shares to approximately 18.4 million. As a result of this
redemption, there are no remaining Notes outstanding.
Preliminary Estimates of Fourth Quarter 1996 Earnings and Cash Flow
On January 24, 1997, the Company disclosed at a meeting of securities
analysts that it expects fourth quarter 1996 earnings to substantially exceed
analysts' estimates. The Company expects earnings available to common stock for
the quarter to be at least $8 million, or 48 cents primary earnings per share.
The average estimate of earnings per share published by Zack's Investment
Research and First Call Corporate Monitor is 44 cents. Cash flow from
operations, before changes in working capital, is expected to exceed $25 million
or $1.50 per primary share. The Company's earnings and cash flow estimates are
preliminary and subject to audit. Final results will be released on February
20, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CROSS TIMBERS OIL COMPANY
Date: February 4, 1997 By: /s/ LOUIS G. BALDWIN
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Louis G. Baldwin
Senior Vice President and
Chief Financial Officer
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