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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): April 13, 1997
CROSS TIMBERS OIL COMPANY
(Exact name of registrant as specified in its charter)
1-10662
(Commission File Number)
DELAWARE 75-2347769
(State or other jurisdiction (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.
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An opinion of counsel as to the legality of securities being offered for
sale is being filed as Exhibit 5.2 to the Registration Statement (Reg. No.
333-46909), filed February 25, 1998, as amended by Amendment No. 1, filed April
8, 1998. This filing is being made in connection with the offering of common
stock of the Registrant pursuant to a Prospectus Supplement, dated April 13,
1998, and filed pursuant to Rule 424(b)(3) on April 13, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits.
5.2 Opinion of Kelly, Hart & Hallman, P.C.
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: April 13, 1998 By /s/ J. Richard Seeds
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J. Richard Seeds
Executive Vice President
2
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5.2 Opinion of Kelly, Hart & Hallman, P.C.
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Exhibit 5.2
Kelly, Hart & Hallman
(a professional corporation)
201 Main Street, Suite 2500
Fort Worth, Texas 76102
April 13, 1998
Cross Timbers Oil Company
810 Houston Street, Suite 2000
Fort Worth, Texas 76102
Re: Registration Statement on Form S-3
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Cross Timbers Oil Company
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Gentlemen:
This firm has acted as counsel to Cross Timbers Oil Company, a Delaware
corporation (the "Company"), in connection with the filing of a registration
statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for the
registration of the sale from time to time of (A) up to $400,000,000 aggregate
amount of (i) debt securities of the Company (the "Debt Securities"), (ii)
preferred stock, par value $0.01 per share, of the Company (the "Preferred
Stock"), (iii) common stock, par value $0.01 per share, of the Company (the
"Common Stock") and (iv) warrants of the Company to purchase Debt Securities,
Preferred Stock or Common Stock (the "Warrants") and (B) 409,550 shares of
Common Stock by certain stockholders of the Company named in the Registration
Statement. The opinion set forth below pertains to the offering of 10,245,982
shares of Common Stock by the Company (the "Shares").
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 by the Company and, when
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Cross Timbers Oil Company
April 13, 1998
Page 2
issued against payment therefor in accordance with the Registration Statement,
will be validly issued, fully paid and non-assessable.
This opinion is further limited and qualified in all respects as follows:
A. The opinion is specifically limited to matters of the existing
laws of the State of Texas, the United States of America and the General
Corporation Law of the State of Delaware. We express no opinion as to the
applicability of the laws of any other particular jurisdiction to the
transactions described in this opinion.
B. This opinion is limited to the specific opinions stated herein,
and no other opinion is implied or may be inferred beyond the specific
opinions expressly stated herein.
C. This opinion is based on 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.
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.
We hereby consent to the use of this opinion in the above-referenced
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Respectfully submitted,
KELLY, HART & HALLMAN
(a professional corporation)
