<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)
Cross Timbers Royalty Trust
---------------------------
(Name of Issuer)
Units of Beneficial Interest
----------------------------
(Title of Class of Securities)
22757R 10 9
-------------
(CUSIP Number)
Louis G. Baldwin
Senior Vice President
and Chief Financial Officer
Cross Timbers Oil Company
810 Houston Street, Suite 2000
Fort Worth, Texas 76102
(817) 870-2800
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 13, 1997
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
Page 1 of 5
<PAGE>
SCHEDULE 13D
- --------------------------------------------------------------------------------
CUSIP No. 22757R 10 9
-----------
- --------------------------------------------------------------------------------
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Bob R. Simpson
--------------
- --------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ X ] b) [ ]
- --------------------------------------------------------------------------------
3) SEC Use Only
- --------------------------------------------------------------------------------
4) Source of Funds (See Instructions)
PF, OO
------
- --------------------------------------------------------------------------------
5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6) Citizenship or Place of Organization
United States
-------------
- --------------------------------------------------------------------------------
7) Sole Voting Power
Number of Shares 17,800
Beneficially Owned by ------
Each Reporting Person ----------------------------------------------------
With 8) Shared Voting Power
----------------------------------------------------
9) Sole Dispositive Power
17,800
------
----------------------------------------------------
10) Shared Dispositive Power
- --------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
17,800
------
- --------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ X ]
- --------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
0.3%
----
- --------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions)
IN
--
- --------------------------------------------------------------------------------
Page 2 of 5
<PAGE>
ONLY THE INFORMATION REPORTED FOR THE FOLLOWING ITEMS IN THIS AMENDMENT NO. 10
TO SCHEDULE 13D IS AMENDED FROM THE INITIAL FILING ON SCHEDULE 13D DATED OCTOBER
9, 1996 AND PRIOR AMENDMENTS THERETO (THE INITIAL SCHEDULE 13D, TOGETHER WITH
ALL PRIOR AMENDMENTS, BEING REFERRED TO HEREIN AS "THE SCHEDULE 13D"). UNLESS
SPECIFICALLY HEREBY AMENDED, THE INFORMATION IN THE SCHEDULE 13D REMAINS
UNCHANGED. UNLESS OTHERWISE DEFINED HEREIN, ALL DEFINED TERMS USED HEREIN HAVE
THE SAME MEANING AS IN THE SCHEDULE 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended as follows:
On June 10, 1997, Charles B. Chitty resigned his position as a director of
Cross Timbers. On August 19, 1997, Jack P. Randall, was appointed as a director
of Cross Timbers until Cross Timbers' 1998 annual meeting, when he will stand
for election. Mr. Randall is President of Randall & Dewey, Inc., and his
business address is 16800 Greenspoint Park Drive, Suite 380-S, Houston, Texas
77060.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended as follows:
(a) As of November 7, 1997, Bob R. Simpson, Chairman of the Board of
Directors and Chief Executive Officer of Cross Timbers, beneficially owns 17,800
Units or approximately 0.3% of the Issuer's outstanding Units of 6,000,000 at
October 15, 1997, as reported in the Issuer's Quarterly Report on Form 10-Q for
its quarter ended September 30, 1997.
As of November 7, 1997, Keith A. Hutton, Senior Vice President - Asset
Development of Cross Timbers, owns 3,785 Units or less than 0.1% of the Issuer's
outstanding Units, and the Scott Sherman Family Limited Partnership owns 9,000
Units or approximately 0.2% of the Issuer's outstanding Units. Scott G. Sherman,
a director of Cross Timbers, his wife and a family trust are the only limited
partners of this partnership, and Scott Sherman Corp. (wholly owned by Mr.
Sherman and his wife) is the sole general partner. Also as of November 7, 1997,
Steffen E. Palko, Vice Chairman and President of Cross Timbers, owns 380 Units
or less than 0.1% of the Issuer's outstanding Units.
As of November 7, 1997, the Cross Timbers Oil Company Employees' 401(k) Plan
owns 46,440 Units, or approximately 0.8% of the Issuer's outstanding Units.
(b) Mr. Simpson has the sole voting and dispositive power with respect to the
17,800 Units he owns. Mr. Hutton has the sole voting and dispositive power with
respect to the 3,785 Units he owns. As president of Scott Sherman Corp., Mr.
Sherman has the sole voting and dispositive power with respect to the 9,000
Units owned by the Scott Sherman Family Limited Partnership. Mr. Palko has the
sole voting and dispositive power with respect to the 380 Units he owns.
(c) Schedule II, attached hereto and incorporated herein by reference, lists
all transactions in the Units effected since June 5, 1997 and through November
7, 1997 by Cross Timbers or Mr. Simpson or, to the knowledge of Cross Timbers or
Mr. Simpson, by any of the persons listed on Schedule I to the Schedule 13D.
Page 3 of 5
<PAGE>
SIGNATURES
After reasonable 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
Date: November 7, 1997 By: LOUIS G. BALDWIN
-------------------------
Louis G. Baldwin
Senior Vice President and
Chief Financial Officer
BOB R. SIMPSON
-------------------------
Bob R. Simpson
Page 4 of 5
<PAGE>
SCHEDULE II TO SCHEDULE 13D
The following lists open market sales of Units effected by Mr. Simpson since
June 5, 1997 and through November 7, 1997.
<TABLE>
<CAPTION>
Number Price
Date of Units per Unit
-------- -------- --------
<S> <C> <C>
9/4/97 10,000 $16.875
9/5/97 1,300 16.889
9/9/97 1,200 16.875
9/10/97 11,100 17.000
9/11/97 1,100 17.000
9/18/97 8,100 16.875
9/23/97 500 16.875
9/24/97 4,500 16.875
9/25/97 2,000 17.125
9/25/97 500 17.000
9/30/97 2,000 17.750
10/1/97 100 17.875
10/1/97 5,000 17.650
10/2/97 2,000 17.875
10/3/97 600 17.875
10/6/97 2,800 17.875
10/10/97 4,600 18.375
10/13/97 2,600 18.375
</TABLE>
The following lists open market sales of Units effected by Mr. Hutton since
June 5, 1997 and through November 7, 1997.
<TABLE>
<CAPTION>
Number Price
Date of Units per Unit
-------- -------- --------
<S> <C> <C>
8/27/97 2,000 $17.000
8/28/97 1,000 16.500
8/29/97 2,000 16.500
9/25/97 2,000 17.000
</TABLE>
The following lists open market sales of Units effected by the Cross Timbers
Employees' 401(k) Plan since June 5, 1997 and through November 7, 1997.
<TABLE>
<CAPTION>
Number Price
Date of Units per Unit
-------- -------- --------
<S> <C> <C>
9/26/97 1,000 $16.750
9/26/97 800 16.563
9/26/97 1,000 16.625
</TABLE>
On June 18, 1997, the Scott Sherman Family Limited Partnership sold 6,024
Units on the open market at $16.125 per Unit.
To the best of Cross Timbers' and Mr. Simpson's knowledge, no other persons
listed in Schedule I of the Schedule 13D have effected any Unit transactions
since June 5, 1997 and through November 7, 1997.
Page 5 of 5
