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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1932
For the quarterly period ended SEPTEMBER 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 1-10662
CROSS TIMBERS OIL COMPANY
(Exact name of registrant as specified in its charter)
Delaware 75-2347769
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
810 Houston Street, Suite 2000, Fort Worth, Texas 76102
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(Address of principal executive offices) (Zip Code)
(817) 870-2800
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(Registrant's telephone number, including area code)
NONE
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(Former name, former address and former fiscal year, if change since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Class Outstanding as of October 30, 1998
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Common stock, $.01 par value 45,711,556
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CROSS TIMBERS OIL COMPANY
AMENDMENT NO. 1 TO FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998
INDEX
Page
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PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds............... 3
Signatures.............................................. 4
2
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PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) and (b) Pursuant to a Rights Agreement between the Company and ChaseMellon
Shareholder Services, LLC dated August 25, 1998, the Board of Directors declared
a dividend of one preferred share purchase right ("Right") for each outstanding
share of common stock, par value $.01 per share, payable on September 15, 1998
to shareholders of record on that date. For a summary of the Rights Agreement,
see the Company's Form 8-A registering the Rights, as filed with the Securities
and Exchange Commission ("Commission") on September 8, 1998.
(c) On December 1, 1997, the Company issued warrants to a subsidiary of Amoco
Corporation ("Amoco") to purchase 937,500 shares of the Company's common stock
at a price of $15.31 per share in partial consideration for the acquisition of
certain oil and gas producing properties. See Note 10 to Consolidated Financial
Statements. These warrants terminate on September 29, 2002, and are exercisable
in increments of at least 200,000 shares. The offer and sale of these securities
are exempt from registration under Section 4(2) of the Securities Act of 1933,
as amended ("Securities Act"). Upon exercise of any of the warrants, Amoco (or
other qualified holders of the common stock obtained upon exercise of the
warrants) will be entitled to make one demand for registration of such common
stock until the expiration of the holding period that would permit a non-
affiliate to sell shares without restriction under Rule 144(k) of the Securities
Act. In lieu of registration, the Company has the right to purchase the shares
at a price equal to the average closing price of Company common stock on the New
York Stock Exchange for the 15 trading days immediately following the date on
which the demand is made.
On September 30, 1998, the Company issued 1,921,850 shares of common stock to
Shell Western E&P, Inc., Shell Deepwater Development Holdings, Inc. and Shell
Offshore Inc. ("Shell") in partial consideration of the acquisition of certain
oil-producing properties. See Note 10 to Consolidated Financial Statements.
The offer and sale of these securities are exempt from registration under
Section 4(2) of the Securities Act. The Company intends to register the shares
of common stock with the Commission by early 1999 for possible resale by Shell.
The Company has effectively guaranteed a $20 per share value to Shell upon
registration.
(d) Not applicable.
3
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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 thereunto duly authorized.
CROSS TIMBERS OIL COMPANY
Date: December 29, 1998 By BENNIE G. KNIFFEN
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Bennie G. Kniffen
Senior Vice President
and Controller
(Principal Accounting Officer
and Duly Authorized Officer)
