<PAGE>
As filed with the Securities and Exchange Commission on December 30, 1998
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 1998 STOCK INCENTIVE 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. RICHARD BERNASEK, ESQ.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
AMOUNT PROPOSED
TO BE PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED MAXIMUM OFFERING AGGREGATE REGISTRATION
REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE FEE (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value, 6,000,000 $6.0625 $36,375,000 $10,112.25
and Series A Junior shares
Participating Preferred Stock
Preferred Share Purchase Right
</TABLE>
- --------------------
(1) 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.
(2) Computed pursuant to Rule 457(c) and (h) based on the average of the high
and low prices on December 28, 1998.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and all documents subsequently filed by Cross
Timbers Oil Company ("the Company") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-
effective amendment to the Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and shall be deemed to be a part hereof from the date of
the filing of such documents:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, June 30 and September 30, 1998, and Amendment No. 1 on Form
10-QA for the period ended September 30, 1998, and Current Reports on
Form 8-K dated February 12, 18 and 25, April 13, 17, 21 and 24,
August 26, 1998 and December 21, 1998, and current Reports on 8-K/A
dated December 1, 1997 and April 24, 1998; and
(c) "Item 1. Description of Registrant's Securities to be Registered" in
the Company's Registration Statement on Form 8-A (Commission File
No.1-10662) describing the Company's Common Stock, as filed with the
Securities and Exchange Commission on April 9, 1993 pursuant to the
Securities Exchange Act of 1934; and
(d) "Item 1. Description of Registrant's Securities to be Registered" in
the Company's Registration Statement on Form 8-A (Commission File No.
1-10662) describing the Company's Preferred Stock Purchase Rights, as
filed with the Securities and Exchange Commission on September 8,
1998 pursuant to the Securities Exchange Act of 1934.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, pursuant to which the
Company is incorporated, provides that a Delaware corporation shall have the
power to indemnify anyone made or threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is or
was a director, officer, employee or agent of the Company, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he (i) acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company; (ii) with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; and (iii) a determination
of indemnification is made (a) by a majority vote of the directors
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<PAGE>
who are not parties to such action, suit or proceeding, even though less than a
quorum, or (b) by a committee of such directors designated by a majority vote of
such directors, even though less than a quorum, (c) by independent legal counsel
in a written opinion if there are no such directors, or if such directors so
direct, or (d) by the stockholders. In the event of a threatened, pending or
completed action or suit by or in the right of the Company to procure judgment
in their favor, no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Article Nine of the Company's Certificate of Incorporation permits the
Company to indemnify its present or former directors, officers, employees or
agents or any person who served or is serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise to the full extent permitted by the laws of
the State of Delaware, and Section 7.9 of the Company's Bylaws generally
provides that the Company shall indemnify its officers, agents and directors to
the full extent permitted by Delaware law.
To the extent that a director, officer, employee or agent of the Company
has been successful in the merits or otherwise in defense of any action, suit or
proceeding, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
With respect to insurance coverage of the Company's officers and directors
against liabilities which they may incur in their capacities as such, Section
145 of the Delaware General Corporation Law permits the Company to purchase and
maintain insurance on behalf of its officers, directors, employees, or agents
against any liabilities asserted against or incurred by such persons in any such
capacity, or arising out of their status as such, whether or not the Company
would have the power to indemnify such person against such liabilities. The
Company currently has such insurance coverage for its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
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EXHIBIT NUMBER PAGE
AND DESCRIPTION NUMBER
--------------- ------
<C> <S> <C>
(4) Instruments defining the rights of security holders, including
indentures
4.1 Certificate of Incorporation of Cross Timbers Oil Company, as
amended through and restated on April 21, 1998 (incorporated by
reference to Exhibit 4.1 to Registration Statement of Form S-8,
File No. 33-81766)
4.2 Bylaws of Cross Timbers Oil Company, as amended and restated on
May 20, 1997 (incorporated by reference to Exhibit 3.1 to
Quarterly Report on Form 10-Q for the period ended June 30,
1997)
</TABLE>
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<PAGE>
4.3 Specimen Stock Certificate (incorporated by reference to
Exhibit 4.1 to Registration Statement on Form S-1, Registration
No. 33-59820)
4.4 Cross Timbers Oil Company 1998 Stock Incentive Plan
(incorporated by reference to Exhibit A to the Proxy Statement
dated April 17, 1998 for the Annual Meeting of Stockholders
held on May 19, 1998)
4.5 Form of grant under Cross Timbers Oil Company 1998 Stock
Incentive Plan
a. Employee option grant
b. Employee performance share grant
c. Non-employee director option grant
d. Non-employee director performance share grant
4.6 Certificate of Designation of Series A Junior Participating
Preferred Stock of Cross Timbers Oil Company (incorporated by
reference to Exhibit 4.1 to Registration Statement on Form 8-A,
Commission File No. 1-10662)
(5) Opinion re legality
5.1 Opinion of Frank G. McDonald, General Counsel
(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 Frank G. McDonald (included in his opinion filed as
Exhibit 5.1)
(24) Power of attorney (included on page 7 of the Registration Statement)
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
-4-
<PAGE>
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions summarized under Item 6, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, State of Texas, on December 30, 1998.
CROSS TIMBERS OIL COMPANY
By: BOB R. SIMPSON
-----------------------------------
Bob R. Simpson, Chairman
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Bob R. Simpson, Steffen E. Palko and J. Richard
Seeds, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits hereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
BOB R. SIMPSON Chairman of the Board; December 30, 1998
- --------------------- Chief Executive Officer;
Bob R. Simpson Director (Principal Executive
Officer)
STEFFEN E. PALKO Vice Chairman; President; December 30, 1998
- --------------------- Director
Steffen E. Palko
J. RICHARD SEEDS Executive Vice President; December 30, 1998
- --------------------- Director
J. Richard Seeds
LOUIS G. BALDWIN Senior Vice President; Chief December 30, 1998
- --------------------- Financial Officer (Principal
Louis G. Baldwin Financial Officer)
BENNIE G. KNIFFEN Senior Vice President; December 30, 1998
- --------------------- Controller (Principal
Bennie G. Kniffen Accounting Officer)
J. LUTHER KING, JR. Director December 30, 1998
- ---------------------
J. Luther King, Jr.
JACK P. RANDALL Director December 30, 1998
- ---------------------
Jack P. Randall
SCOTT G. SHERMAN Director December 30, 1998
- ---------------------
Scott G. Sherman
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<PAGE>
EXHIBIT 4.5A
AWARD AGREEMENT UNDER
CROSS TIMBERS OIL COMPANY
1998 STOCK INCENTIVE PLAN
-------------------------
THIS AGREEMENT is entered into this ______ day of ______, 1998, between
Cross Timbers Oil Company, a Delaware corporation (herein called "Company"), and
_____________ (herein called "Grantee"), pursuant to the provisions of the Cross
Timbers Oil Company 1998 Stock Incentive Plan (herein called the "Plan"). The
Compensation Committee of the Board of Directors of the Company has determined
that Grantee is eligible to be a participant in the Plan and, to carry out its
purposes, has this day autho rized the grant, pursuant to the Plan, of the
options set forth below to Grantee.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties do hereby agree as follows:
1. GRANT OF OPTIONS. Subject to all of the terms, conditions, and
provisions of the Plan and of this Agreement, the Company hereby grants to
Grantee options pursuant to which Grantee shall have the right and option under
the Plan to purchase from the Company all or any part of an aggregate of _____
shares of the common stock of the Company, of the par value of one cent ($0.01)
per share ("Common Stock"), which shares shall consist of authorized but
unissued shares or issued shares reacquired by the Company. Such options are
not intended to be Incentive Stock Options, as defined in the Plan.
2. OPTION PRICE. The option or purchase price payable by Grantee to the
Company in exercise of this option shall be $_____ per share, being the fair
market value
<PAGE>
of the Common Stock of the Company on this date (the "Grant Date") as determined
according to the Plan. Upon exercise of this option, Grantee must pay to the
Company, in full, the option price for the shares of Common Stock issuable
pursuant to such exercise with cash. Grantee may also pay to the Company, in
full, the option price with Common Stock owned by Grantee on the date of
exercise or Common Stock acquired pursuant to such exercise, provided that
Grantee provides satisfactory evidence, in the opinion of the Secretary or any
Assistant Secretary of the Company, that Grantee directly owns or owns through a
brokerage account on the date of exercise shares of Common Stock sufficient to
pay the option price, and that the Grantee has owned such shares for six months
or more (such Common Stock being valued at fair market value on the date of such
exercise).
3. EXERCISE PERIOD.
(a) One-fifth of the options granted on a Grant Date will become
exercisable on each of the first, second, third, fourth, and fifth
anniversaries of such Grant Date. Alternatively, one-half of the
total number of options granted will become exercisable when the
Common Stock closes on the New York Stock Exchange at or above $______
per share. If the Common Stock closes on the New York Stock Exchange
at or above $______ per share, then the remaining options granted will
become exercisable. If the Common Stock is not listed on the New York
Stock Exchange, then any reference in this Agreement to the New York
Stock Exchange will be deemed to be the principal securities exchange
on which the Common Stock is traded.
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<PAGE>
(b) The right to exercise options will be cumulative. An option must be
exercised in multiples of 10% of the options then exercisable.
(c) Any options which remain unexercised on the tenth anniversary of the
Grant Date will expire.
(d) Options may be exercised only if the Common Stock is duly registered
under the Securities Act of 1933 and applicable state securities laws,
or unless the issuance is exempt from such registrations.
4. NO EMPLOYMENT COMMITMENT. Grantee acknowledges that neither the grant
of options nor the execution of this Agreement by the Company shall be
interpreted or construed as imposing upon the Company an obligation to retain
Grantee's services for any stated period of time, which employment shall
continue to be at the pleasure of the Company at such compensation as it shall
determine, unless otherwise provided in a written employment agreement.
5. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees that:
(a) With respect to the calendar year in which such options are exercised,
Grantee shall include in his gross income for federal income tax
purposes the amount, if any, by which the fair market value of the
stock on the date of exercise, as determined in Section 6.7(d) of the
Plan, exceeds the option price;
(b) The grant of options is special incentive compensation which shall not
be taken into account as "wages" or "salary" in determining the amount
of
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<PAGE>
payment or benefit to Grantee under any pension, thrift, stock, or
deferred compensation plan of the Company; and
(c) In behalf of Grantee's beneficiary, such grant shall not affect the
amount of any life insurance coverage available to such beneficiary
under any life insurance plan covering employees of the Company or any
subsidiary.
6. OTHER TERMS, CONDITIONS, AND PROVISIONS. As previously provided, the
options herein granted by the Company to Grantee are granted subject to all of
the terms, conditions, and provisions of the Plan. Grantee hereby acknowledges
receipt of a copy of the Plan certified by the Secretary of the Company, and the
parties agree that the entire text of such Plan be, and it is hereby
incorporated herein by reference as fully as if copied herein in full.
Reference to such Plan is therefore made for a full description of the rights
and methods of exercise of the options, the effect of Grantee's termination of
employment, the adjustments to be made in the event of changes in the capital
structure of the Company, and of all of the other provisions, terms, and
conditions of the Plan applicable to the options granted herein. If any of the
provisions of this Agreement shall vary from or be in conflict with the Plan,
the provisions of the Plan will be controlling.
7. TRANSFERABILITY. The options granted hereunder are not transferable
or assignable by Grantee except by will or the laws of descent and distribution.
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<PAGE>
IN WITNESS WHEREOF, this Agreement is executed and entered into effective
on the day and year first above expressed.
ATTEST: CROSS TIMBERS OIL COMPANY
By:
- -------------------------------- --------------------------------
Virginia Anderson, Name: Bob R. Simpson
Secretary Title: Chairman of the Board and
Chief Executive Officer
--------------------------------
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<PAGE>
EXHIBIT 4.5B
AWARD AGREEMENT UNDER
CROSS TIMBERS OIL COMPANY
1998 STOCK INCENTIVE PLAN
-------------------------
THIS AGREEMENT is entered into this ______ day of ______, 1998, between
Cross Timbers Oil Company, a Delaware corporation (herein called "Company"), and
___________ (herein called "Grantee"), pursuant to the provisions of the Cross
Timbers Oil Company 1998 Stock Incentive Plan (the "Plan"). The Compensation
Committee of the Board of Directors of the Company (the "Committee") has
determined that Grantee is eligible to be a participant in the Plan and, to
carry out its purposes, has this day authorized the grant, pursuant to the Plan,
of the performance shares set forth below to Grantee.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties do hereby agree as follows:
1. GRANT OF PERFORMANCE SHARES. Subject to all of the terms, conditions,
and provisions of the Plan and of this Agreement, the Company hereby grants to
Grantee under Article IV of the Plan ______ shares of the common stock of the
Company, of the par value of one cent ($0.01) per share ("Common Stock"), which
shares shall consist of authorized but unissued shares or issued shares
reacquired by the Company. Such shares are being issued as performance shares
under the Plan.
2. VESTING. The performance shares granted herein shall vest when the
Common Stock closes on the New York Stock Exchange at or above $_____ per share.
<PAGE>
If the Common Stock is not listed on the New York Stock Exchange, then any
reference in this Agreement to the New York Stock Exchange will be deemed to be
the principal securities exchange on which the Common Stock is traded.
3. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees that:
(a) With respect to the calendar year in which such performance shares are
vested, Grantee shall include in his gross income for federal income tax
purposes the fair market value of the performance shares upon the vesting of the
performance shares.
(b) The grant of options is special incentive compensation which will not
be taken into account as "wages" or "salary" in determining the amount of
payment or benefit to Grantee under any pension, thrift, stock, or deferred
compensation plan of the Company.
(c) In behalf of Grantee's beneficiary, such grant shall not affect the
amount of any life insurance coverage available to such beneficiary under any
life insurance plan covering employees of the Company or any subsidiary.
(d) The Company may hold unvested performance shares in escrow until the
performance shares vest.
4. TERM. Any performance shares which remain unvested on the tenth
anniversary of the date of this Agreement shall be canceled, shall not vest, and
shall be returned to the Company.
5. DEATH OR DISABILITY. Upon death of Grantee, or upon termination of
Grantee's employment by reason of permanent disability (as determined by the
Committee), all unvested performance shares granted herein shall immediately
vest.
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<PAGE>
6. OTHER TERMS, CONDITIONS, AND PROVISIONS. As previously provided, the
performance shares herein granted by the Company to Grantee are granted subject
to all of the terms, conditions, and provisions of the Plan. Grantee hereby
acknowledges receipt of a copy of the Plan certified by the Secretary of the
Company, and the parties agree that the entire text of such Plan be, and it is
hereby incorporated herein by reference as fully as if copied herein in full.
Reference to such Plan is therefore made for a full description of the rights of
Grantee and of all of the other provisions, terms, and conditions of the Plan
applicable to the performance shares granted herein. If any of the provisions
of this Agreement shall vary from or be in conflict with the Plan, the
provisions of the Plan shall be controlling.
7. NON-TRANSFERABILITY. The performance shares granted hereunder are not
transferable or assignable by Grantee.
8. RIGHTS AS A STOCKHOLDER. Grantee shall have all of the voting,
dividend, and other rights of stockholders of the Company prior to and upon
vesting of the performance shares granted. If the performance shares are
canceled, all such rights shall then be canceled.
9. PURCHASE BY COMPANY OF PERFORMANCE SHARES. Upon election of Grantee
on the date of vesting of the performance shares, and upon approval by the
Committee, the Company may purchase some or all of Grantee's vested performance
shares as provided in Section 4.6 of the Plan.
10. NO EMPLOYMENT COMMITMENT. Grantee acknowledges that neither the grant
of performance shares nor the execution of this Agreement by the Company will be
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<PAGE>
interpreted or construed as imposing upon the Company an obligation to retain
Grantee's services for any stated period of time, which employment shall
continue to be at the pleasure of the Company at such compensation as it shall
determine, unless otherwise provided in a written employment agreement.
IN WITNESS WHEREOF, this Agreement is executed and entered into effective
on the day and year first above expressed.
CROSS TIMBERS OIL COMPANY
ATTEST:
By:
- ------------------------------- -------------------------------
Virginia Anderson, Name: Bob R. Simpson
Secretary Title: Chairman of the Board and
Chief Executive Officer
-------------------------------
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<PAGE>
EXHIBIT 4.5C
AWARD AGREEMENT UNDER
CROSS TIMBERS OIL COMPANY
1998 STOCK INCENTIVE PLAN
-------------------------
THIS AGREEMENT is entered into this ______ day of ______, 1998, between
Cross Timbers Oil Company, a Delaware corporation (herein called "Company"), and
____________, Director of the Company (herein called "Grantee"), pursuant to the
provisions of the Cross Timbers Oil Company 1998 Stock Incentive Plan (herein
called the "Plan"). The Compensation Committee of the Board of Directors of the
Company has determined that Grantee is eligible to be a participant in the Plan
and, to carry out its purposes, has this day authorized the grant, pursuant to
the Plan, of the options set forth below to Grantee.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties do hereby agree as follows:
1. GRANT OF OPTIONS. Subject to all of the terms, conditions, and
provisions of the Plan and of this Agreement, the Company hereby grants to
Grantee options pursuant to which Grantee shall have the right and option under
the Plan to purchase from the Company all or any part of an aggregate of 2,250
shares of the common stock of the Company, of the par value of one cent ($0.01)
per share ("Common Stock"), which shares shall consist of authorized but
unissued shares or issued shares reacquired by the Company. Such options are
not intended to be Incentive Stock Options, as defined in the Plan.
<PAGE>
2. OPTION PRICE. The option or purchase price payable by Grantee to the
Company in exercise of this option shall be $_______ per share, being the fair
market value of the Common Stock of the Company on this date (the "Grant Date")
as determined according to the Plan. Upon exercise of this option, Grantee must
pay to the Company, in full, the option price for the shares of Common Stock
issuable pursuant to such exercise with cash. Grantee may also pay to the
Company, in full, the option price with Common Stock owned by Grantee on the
date of exercise or Common Stock acquired pursuant to such exercise, provided
that Grantee provides satisfactory evidence, in the opinion of the Secretary or
any Assistant Secretary of the Company, that Grantee directly owns or owns
through a brokerage account on the date of exercise shares of Common Stock
sufficient to pay the option price, and that the Grantee has owned such shares
for six months or more (such Common Stock being valued at fair market value on
the date of such exercise).
3. EXERCISE PERIOD. Options may be exercised only upon the following
terms and conditions:
(a) One-fifth of the options granted on a Grant Date will become
exercisable on each of the first, second, third, fourth, and fifth
anniversaries of such Grant Date. [ALTERNATIVELY, ONE-HALF OF THE
TOTAL NUMBER OF OPTIONS GRANTED WILL BECOME EXERCISABLE WHEN THE
COMMON STOCK CLOSES ON THE NEW YORK STOCK EXCHANGE AT OR ABOVE $______
PER SHARE. IF THE COMMON STOCK CLOSES ON THE NEW YORK STOCK EXCHANGE
AT OR ABOVE $______ PER SHARE, THEN THE REMAINING OPTIONS GRANTED WILL
BECOME EXERCISABLE. IF THE COMMON STOCK IS NOT LISTED ON THE NEW YORK
STOCK EXCHANGE, THEN ANY
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<PAGE>
REFERENCE IN THIS AGREEMENT TO THE NEW YORK STOCK EXCHANGE WILL BE
DEEMED TO BE THE PRINCIPAL SECURITIES EXCHANGE ON WHICH THE COMMON
STOCK IS TRADED.]
(b) The right to exercise options will be cumulative. An option must be
exercised in multiples of 10% of the options then exercisable.
(c) Any options which remain unexercised on the tenth anniversary of the
Grant Date will expire.
(d) In the event that Grantee stands for reelection as a director of the
Company but fails to be reelected, such failure shall not affect
options granted hereunder. In all other events where Grantee does not
continue as a director of the Company, Grantee may thereafter exercise
only those options that were exercisable upon the date Grantee ceased
to be a director and only during the period occurring within two years
after Grantee ceased to be a director (but not after the expiration of
the Option Term), and to the extent not exercised in such two-year
period the options will expire; provided, that, in the event of the
death of Grantee, the options may be exercised as provided in Section
2.7(a) of the Plan. Reference is made to the Plan for other terms and
conditions upon which the options may be exercised or terminate.
(e) Options may be exercised only if the Common Stock is duly registered
under the Securities Act of 1933 and applicable state securities laws,
or unless the issuance is exempt from such registrations.
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<PAGE>
4. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees that
with respect to the calendar year in which such options are exercised, Grantee
shall include in his gross income for federal income tax purposes the amount, if
any, by which the fair market value of the stock on the date of exercise, as
determined in Section 6.7(d) of the Plan, exceeds the option price.
5. OTHER TERMS, CONDITIONS, AND PROVISIONS. As previously provided, the
options herein granted by the Company to Grantee are granted subject to all of
the terms, conditions, and provisions of the Plan. Grantee hereby acknowledges
receipt of a copy of the Plan certified by the Secretary of the Company, and the
parties agree that the entire text of such Plan be, and it is hereby
incorporated herein by reference as fully as if copied herein in full.
Reference to such Plan is therefore made for a full description of the rights
and methods of exercise of the options, the adjustments to be made in the event
of changes in the capital structure of the Company, and of all of the other
provisions, terms, and conditions of the Plan applicable to the options granted
herein. If any of the provisions of this Agreement shall vary from or be in
conflict with the Plan, the provisions of the Plan shall be controlling.
6. TRANSFERABILITY. The options granted hereunder are not transferable
or assignable by Grantee except by will or the laws of descent and distribution.
-4-
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed and entered into effective
on the day and year first above expressed.
CROSS TIMBERS OIL COMPANY
ATTEST:
By:
- ------------------------ ------------------------------
Virginia Anderson, Name: Bob R. Simpson
Secretary Title: Chairman of the Board and
Chief Executive Officer
---------------------------------
-5-
<PAGE>
EXHIBIT 4.5D
AWARD AGREEMENT UNDER
CROSS TIMBERS OIL COMPANY
1998 STOCK INCENTIVE PLAN
-------------------------
THIS AGREEMENT is entered into this _______ day of _______, 1998, between
Cross Timbers Oil Company, a Delaware corporation (herein called "Company"), and
___________, Director of the Company (herein called "Grantee"), pursuant to the
provisions of the Cross Timbers Oil Company 1998 Stock Incentive Plan (herein
called the "Plan"). The Compensation Committee of the Board of Directors of the
Company has determined that Grantee is eligible to be a participant in the Plan
and, to carry out its purposes, has this day authorized the grant, pursuant to
the Plan, of the performance shares set forth below to Grantee.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties do hereby agree as follows:
1. GRANT OF PERFORMANCE SHARES. Subject to all of the terms, conditions,
and provisions of the Plan and of this Agreement, the Company hereby grants to
Grantee under the Plan 3,375 shares of the common stock of the Company, of the
par value of one cent ($0.01) per share ("Common Stock"), which shares shall
consist of authorized but unissued shares or issued shares reacquired by the
Company. Such shares are being issued as performance shares under the Plan.
2. VESTING. The performance shares granted herein shall vest
immediately.
<PAGE>
3. GRANTEE'S AGREEMENT. Grantee expressly and specifically agrees that
Grantee shall include in his gross income for federal income tax purposes the
fair market value of the performance shares on the date of grant, which price
per share is _______.
4. OTHER TERMS, CONDITIONS, AND PROVISIONS. As previously provided, the
performance shares herein granted by the Company to Grantee are granted subject
to all of the terms, conditions, and provisions of the Plan. Grantee hereby
acknowledges receipt of a copy of the Plan certified by the Secretary of the
Company, and the parties agree that the entire text of such Plan be, and it is
hereby incorporated herein by reference as fully as if copied herein in full.
Reference to such Plan is therefore made for a full description of the rights of
Grantee and of all of the other provisions, terms, and conditions of the Plan
applicable to the performance shares granted herein. If any of the provisions
of this Agreement shall vary from or be in conflict with the Plan, the
provisions of the Plan shall be controlling.
IN WITNESS WHEREOF, this Agreement is executed and entered into effective
on the day and year first above expressed.
CROSS TIMBERS OIL COMPANY
ATTEST:
By:
- ---------------------------- ------------------------------
Virginia Anderson, Name: Bob R. Simpson
Secretary Title: Chairman of the Board and
Chief Executive Officer
---------------------------------
-2-
<PAGE>
EXHIBIT 5.1
[CROSS TIMBERS OIL COMPANY LETTERHEAD]
December 30, 1998
Cross Timbers Oil Company
810 Houston Street, Suite 2000
Fort Worth, Texas 76102
Re: 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 the Registration Statement on Form S-8 (the
"Registration Statement"), of Cross Timbers Oil Company, a Delaware corporation
(the "Company"), pertaining to the offering of up to 6,000,000 shares of Common
Stock (the "Shares") under the Company's 1998 Stock Incentive Plan (the "Plan").
In connection with this opinion, I 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. I have
assumed that there are no amendments, modifications or supplements to such
documents other than those amendments, modifications and supplements that are
known to me.
Based on the foregoing, and subject to the limitations and qualifications set
forth herein, I am 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.
I am licensed to practice in the State of Texas.
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.
I 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.
<PAGE>
Cross Timbers Oil Company
December 30, 1998
Page 2
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 my express prior written consent.
This opinion is based upon my knowledge of the law and facts as of the date
hereof. I assume no duty to update or supplement this opinion to reflect any
facts or circumstances that may hereafter come to my attention or to reflect any
changes in any law that may hereafter occur or become effective.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not thereby admit that I 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,
FRANK G. McDONALD
- -----------------
Frank G. McDonald
Vice President and General Counsel
<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, June 30 and September 30, 1998, as indicated in our reports dated
April 20, July 22 and October 21, 1998, 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, June
30 and September 30, 1998, are being used in 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
December 30, 1998
<PAGE>
EXHIBIT 23.1
INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT
Cross Timbers Oil Company
Fort Worth, Texas
As independent accountants, we hereby consent to the incorporation by reference
in this Registration Statement on Form S-8 of Cross Timbers Oil Company
("Company") of our report dated March 18, 1998, included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, our report dated
February 11, 1998 included in the Company's Form 8-K/A Amendment No. 1 dated
December 1, 1997 and our report dated April 17, 1998 included in the Company's
Form 8-K and Form 8-K/A Amendment No. 1 dated April 24, 1998, and 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
December 30, 1998
