Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1 )*
CROSS TIMBERS OIL COMPANY
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK
-----------------------------------------------------
(Title of Class of Securities)
227573102
-----------------------------------------------------
(CUSIP Number)
Linda S. Martinson, Esq. (212) 583-2000
767 Fifth Avenue, 24th Floor, New York, NY 10153
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
-----------------------------------------------------
(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 [X].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SEC 1746 (12-91)<PAGE>
<PAGE>
Schedule 13D, Amendment No. 1 (continued)
CUSIP No. 227573102 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Baron
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(C) OR 2(E) [ ]
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 3,172,450
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,172,450
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,172,450
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 7 Pages
Item 1. Security and Issuer
(a) Name of Issuer:
Cross Timbers Oil Company
(b) Address of Issuer's Principal Executive Offices:
810 Houston Street
Suite 2000
Ft. Worth, TX 76102
(c) Title and Class of Securities:
Common Stock
Item 2. Identity and Background
(a) Name:
Ronald Baron
(b) Business Address:
767 Fifth Avenue
24th Floor
New York, NY 10153
(c) Present Principal Employment:
President: Baron Capital Management, Inc., BAMCO, Inc.,
Baron Capital, Inc.
767 Fifth Avenue
24th Floor
New York, NY 10153
(d) Record of Convictions:
No material change.
(e) Record of Civil Proceedings:
No material change.
(f) Citizenship:
No material change.
Item 3. Source and Amount of Funds or Other Consideration
Reporting Person owns no shares of the issuer directly.
2,650,000 shares were purchased for an aggregate purchase
price of $36,903,171 for the account Baron Asset Fund, an
investment company registered under the Investment Company
Act of 1940, which is advised by BAMCO, Inc. ("BAMCO"),
a registered investment adviser which is controlled by
Ronald Baron. An additional 522,450 shares were
purchased for an aggregate purchase price of
$8,522,358 for the accounts of investment advisory clients
of Baron Capital Management, Inc. ("BCM") a registered
investment adviser controlled by Ronald Baron. All of those
shares were paid for by cash in the accounts of the
investment companies and advisory clients.
Item 4. Purpose of Transaction
No material change.
<PAGE>
Page 4 of 7 Pages
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i)3,172,450 shares in his capacity as a
controlling person of BAMCO and BCM. Reporting Person disclaims
that he is the beneficial owner of these shares. (ii) no shares
personally.
(b) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
0
(ii) shared power to vote or direct the vote:
3,172,450
(iii) sole power to dispose or to direct the disposition:
0
(iv) shared power to dispose or direct the disposition:
3,172,450
Reporting Person may be deemed to share power to vote and
dispose of shares referred to herein as a result of his
control of the investment advisers for whose advisory clients
he is reporting.
(c) A schedule of transactions effected in the last sixty days is
attached hereto.
(d) Ownership of More than Five Percent on Behalf of Another Person:
The investment advisory clients have the right to receive the
dividends from, or the proceeds from the sale of the securities
in their respective accounts. To the best of Reporting Person's
knowledge, no person has such interest relating to more than 5%
of the outstanding class of securities, except that Baron Asset
Fund owns 2,620,000 (9.5%) of the shares reported herein.
(e) Ownership of Less than Five Percent:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No material change.
Item 7. Material to be Filed as Exhibits
Exhibit 99 - 60 days of trading.
Signature
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.
Date: June 20, 1997
/s/ Ronald Baron
_______________________________________
Ronald Baron
Transaction Schedule
From 04-16-97 To 06-16-97
Acct Exec.
Date ID Trans Qty Price
- -------- ----- ----- ------ ---------
04-16-97 bcm4 by 9,500 16.0105
04-17-97 bcm4 by 5,500 16.0682
05-01-97 bcm4 by 5,000 15.5273
05-01-97 bcm4 by 2,000 15.5273
05-01-97 bcm4 by 4,000 15.5273
05-01-97 bcm4 by 5,000 15.5273
05-02-97 baf by 7,800 15.7131
05-02-97 bcm4 by 10,000 15.7131
05-02-97 bcm4 by 10,000 15.7131
05-02-97 bcm4 by 2,000 15.7131
05-02-97 bcm4 by 2,000 15.7131
05-02-97 bcm4 by 1,500 15.7131
05-02-97 bcm4 by 5,000 15.7131
05-05-97 bcm4 by 5,000 17.2975
05-08-97 baf by 7,200 16.3750
05-09-97 baf by 15,000 16.7983
05-12-97 baf by 5,000 16.8750
05-13-97 baf by 10,000 16.9013
05-14-97 baf by 10,000 16.9563
05-15-97 baf by 15,000 16.5933
05-16-97 baf by 15,000 16.7083
05-19-97 baf by 10,000 16.8100
05-29-97 bcm4 by 8,500 19.0235
06-02-97 bcm4 by 4,000 19.6343
06-02-97 bcm4 by 1,500 19.6250
06-03-97 bcm4 by 2,000 20.2500
06-04-97 baf by 15,000 19.0389
06-04-97 bcm4 by 10,000 19.0389
06-04-97 bcm4 by 2,000 19.0389
06-05-97 bcm4 by 1,600 19.7500
06-05-97 bcm4 by 1,000 19.7500
06-05-97 bcm4 by 900 19.7500
06-05-97 bcm4 by 700 19.7500
06-05-97 bcm4 by 3,400 19.7500
06-09-97 bcm4 by 7,500 19.7833
06-10-97 bcm4 by 600 19.4250
06-10-97 bcm4 by 1,500 19.4250
06-10-97 bcm4 by 900 19.4250
06-10-97 bcm4 by 2,500 19.4250
06-10-97 bcm4 by 300 19.4250
06-10-97 bcm4 by 500 19.4250
06-10-97 bcm4 by 400 19.4250
06-10-97 bcm4 by 2,300 19.4250
06-10-97 bcm4 by 600 19.4250
06-10-97 bcm4 by 400 19.4250
06-10-97 bcm4 by 2,900 19.3750
06-10-97 bcm4 by 2,500 19.4250
06-11-97 baf by 10,000 18.7500
06-11-97 bcm4 by 2,000 19.3125
06-11-97 bcm4 by 7,100 19.2500
06-11-97 bcm4 by 4,000 19.3125
06-11-97 bgi by 20,000 18.7500
06-13-97 bcm4 by 10,000 18.8450
06-13-97 bgi by 10,000 18.7950
06-16-97 bcm4 by 2,000 19.1250
