<PAGE>
As filed with the Securities and Exchange Commission on September 26, 1997
Registration No. 33-64274
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CROSS TIMBERS OIL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 75-2347769
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
810 Houston Street, Suite 2000, Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)
CROSS TIMBERS OIL COMPANY EMPLOYEES' 401(K) PLAN
(Full title of the plan)
MR. BOB R. SIMPSON
810 HOUSTON STREET, SUITE 2000
FORT WORTH, TEXAS 76102
(Name and address of agent for service)
(817) 870-2800
(Telephone number, including area code, of agent for service)
----------
Copy to:
KELLY, HART & HALLMAN, P.C.
201 Main Street, Suite 2500
Fort Worth, Texas 76102
Attn: F. Bernasek, Esq.
Calculation of Registration Fee
<TABLE>
<CAPTION>
============================================================================================
TITLE OF SECURITIES AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE FEE (2)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 $10.8333 $3,250,000 $1,015.63 (3)
$.01 par value
</TABLE>
_________
(1) Pursuant to Rule 416(b), the number of shares of Common Stock registered
under Registration Statement No. 33-64274 has been increased by 100,000
shares pursuant to adjustments under the Cross Timbers Oil Company
Employees' 401(k) Plan to prevent dilution resulting from the three-for-two
stock split effected as a stock dividend on March 19, 1997. Pursuant to
Rule 416(a) the number of shares of Common Stock registered hereunder
includes such indeterminate number of additional shares of Common Stock as
may be offered or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions. In addition, pursuant to Rule
416(c) under the Securities Act of 1933, this registration statement also
covers an indeterminate amount of interests to be offered or sold pursuant
to the employee benefit plan(s) described herein.
(2) Computed pursuant to Rules 457 (c) and (h) based on the average of the bid
and asked price on June 4, 1993, adjusted for the effect of the March 19,
1997 three-for-two stock split. No additional filing fee is required.
(3) Previously paid.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT NUMBER PAGE
AND DESCRIPTION NUMBER
--------------- ------
(5) Opinion re legality
5.1 Kelly, Hart & Hallman, P.C.
(15) Letter re unaudited interim financial information
15.1 Awareness letter of Arthur Andersen LLP
(23) Consents of experts and counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Kelly, Hart & Hallman P.C.
(included in its opinion filed as Exhibit 5.1
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this post-effective
amendment to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Worth, State of
Texas, on September 26, 1997.
CROSS TIMBERS OIL COMPANY
By: /s/ BOB R. SIMPSON
--------------------------------------
Bob R. Simpson
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ BOB R. SIMPSON Chairman of the Board; Chief September 26, 1997
- ------------------------ Executive Officer; Director
Bob R. Simpson (Principal Executive Officer)
/s/ STEFFEN E. PALKO Vice Chairman; President; September 26, 1997
- ------------------------ Director
Steffen E. Palko
/s/ J. RICHARD SEEDS Executive Vice President; September 26, 1997
- ------------------------ Director
J. Richard Seeds
/s/ LOUIS G. BALDWIN Senior Vice President; Chief September 26, 1997
- ------------------------ Financial Officer; (Principal
Louis G. Baldwin Financial Officer)
/s/ BENNIE G. KNIFFEN Senior Vice President; Controller September 26, 1997
- ------------------------ (Principal Accounting Officer)
Bennie G. Kniffen
/s/ J. LUTHER KING, JR.* Director September 26, 1997
- ------------------------
J. Luther King, Jr.
Director
- ------------------------
Jack P. Randall
/s/ SCOTT G. SHERMAN* Director September 26, 1997
- ------------------------
Scott G. Sherman
*By: /s/ BOB R. SIMPSON
-------------------
Bob R. Simpson
Attorney-in-fact
-3-
<PAGE>
EXHIBIT 5.1
September 26, 1997
Cross Timbers Oil Company
810 Houston Street, Suite 2000
Fort Worth, Texas 76102
Re: Post-Effective Amendment No. 1 to Registration Statement on Form S-8
Ladies and Gentlemen:
The opinion set forth below is given pursuant to Item 601(b)(5) of
Regulation S-K for inclusion as Exhibit 5.1 to Post-Effective Amendment No. 1 to
the Registration Statement on Form S-8, Registration No. 33-64274 (the
"Registration Statement"), of Cross Timbers Oil Company, a Delaware corporation
(the "Company"), pertaining to the offering of up to 100,000 additional shares
of Common Stock (the "Shares") under the Company Employees' 401(K) Plan (the
"Plan").
In connection with this opinion, we have made the following assumptions:
(i) all documents submitted to or reviewed by us, including all amendments and
supplements thereto, are accurate and complete and if not originals are true and
correct copies of the originals; (ii) the signatures on each of such documents
by the parties thereto are genuine; (iii) each individual who signed such
documents had the legal capacity to do so; and (iv) all persons who signed such
documents on behalf of a corporation were duly authorized to do so. We have
assumed that there are no amendments, modifications or supplements to such
documents other than those amendments, modifications and supplements that are
known to us.
Based on the foregoing, and subject to the limitations and
qualifications set forth herein, we are of the opinion that the Shares have been
duly authorized and will, when sold pursuant to the Plan, be validly issued,
fully paid and nonassessable.
This opinion is further limited and qualified in all respects as
follows:
This opinion is specifically limited to matters of the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America. We express no opinion as to the applicability of the laws of
any other particular jurisdiction to the transactions described in this opinion.
This opinion is limited to the specific opinions expressly stated herein, and
no other opinion is implied or may be inferred beyond the specific opinions
expressly stated herein.
This opinion is intended solely for your benefit. It is not to be quoted
in whole or in part, disclosed, made available to or relied upon by any other
person, firm or entity without our express prior written consent.
<PAGE>
Cross Timbers Oil Company
September 26, 1997
Page 2
This opinion is based upon our knowledge of the law and facts as of the
date hereof. We assume no duty to update or supplement this opinion to reflect
any facts or circumstances that may hereafter come to our attention or to
reflect any changes in any law that may hereafter occur or become effective.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.
Respectfully submitted,
KELLY, HART & HALLMAN
(a professional corporation)
<PAGE>
EXHIBIT 15.1
AWARENESS LETTER - UNAUDITED INTERIM FINANCIAL INFORMATION
Cross Timbers Oil Company
Fort Worth, Texas
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Cross Timbers Oil Company ("the Company") for the periods ended
March 31 and June 30, 1997, as indicated in our reports dated April 23 and July
24, 1997, respectively. Because we did not perform an audit, we expressed no
opinion on that information.
We are aware that our reports referred to above, which were included in the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31 and
June 30, 1997, are being incorporated by reference in this post-effective
amendment to this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
ARTHUR ANDERSEN LLP
Fort Worth, Texas
September 26, 1997
<PAGE>
EXHIBIT 23.1
INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT
Cross Timbers Oil Company
Fort Worth, Texas
We consent to the incorporation by reference in this post-effective amendment to
this Registration Statement of Cross Timbers Oil Company on Form S-8 of our
report dated March 13, 1997, appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 1996, and our report dated May 16, 1997,
appearing in the Annual Report on Form 11-K of Cross Timbers Oil Company
Employees' 401(k) Plan for the year ended December 31, 1996. We also consent to
the reference to our firm under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
ARTHUR ANDERSEN LLP
Fort Worth, Texas
September 26, 1997
