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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)
Cross Timbers Royalty Trust
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(Name of Issuer)
Units of Beneficial Interest
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(Title of Class of Securities)
22757R 10 9
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(CUSIP Number)
Louis G. Baldwin
Senior Vice President
and Chief Financial Officer
Cross Timbers Oil Company
810 Houston Street, Suite 2000
Fort Worth, Texas 76102
(817) 870-2800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 16, 1998
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(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 [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
Page 1 of 6
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CUSIP NO. 22757R 10 9 13D PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cross Timbers Oil Company
75-2347769
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC, BK
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF
1,360,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,360,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,360,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
22.7%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 22757R 10 9 13D PAGE 3 OF 6 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bob R. Simpson
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
PF, OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
-0-
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
-0-
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
-0-
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [X]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ONLY THE INFORMATION REPORTED FOR THE FOLLOWING ITEMS IN THIS AMENDMENT NO. 11
TO SCHEDULE 13D IS AMENDED FROM THE INITIAL FILING ON SCHEDULE 13D DATED OCTOBER
9, 1996 AND PRIOR AMENDMENTS THERETO (THE INITIAL SCHEDULE 13D, TOGETHER WITH
ALL PRIOR AMENDMENTS, BEING REFERRED TO HEREIN AS "THE SCHEDULE 13D"). UNLESS
SPECIFICALLY HEREBY AMENDED, THE INFORMATION IN THE SCHEDULE 13D REMAINS
UNCHANGED. UNLESS OTHERWISE DEFINED HEREIN, ALL DEFINED TERMS USED HEREIN HAVE
THE SAME MEANING AS IN THE SCHEDULE 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended as follows:
On December 1, 1997, Timothy L. Petrus was promoted to the position of Senior
Vice President - Acquisitions. On May 19, 1998, Dr. Lane G. Collins was
appointed by the Board of Directors of Cross Timbers to serve as an Advisory
Director. Dr. Collins is a professor of accounting at Baylor University, and
his business address is Hankamer School of Business, Baylor University, Waco,
Texas 76798.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended as follows:
On June 18, 1998, the total cost of Units purchased by Cross Timbers was
$18.7 million.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended as follows:
On June 16, 1998, Cross Timbers and the Issuer filed a registration statement
on Form S-3 with the Securities and Exchange Commission to sell Cross Timbers'
1,360,000 Units. Since December 1997, Cross Timbers has acquired $410 million
of primarily operated properties in two new core areas of operations in the San
Juan Basin of northwestern New Mexico and the East Texas Basin. As the Units
represent an investment in non-operated oil and gas properties and Cross
Timbers' ownership of the Units represent only a small percentage of Cross
Timbers' reserve base, Cross Timbers is considering the sale of its Units and
the reinvestment of the proceeds within its new core areas. Filing of the
registration statement is made in anticipation of improving commodity prices and
related market conditions for oil and gas equities. Although Cross Timbers'
objective is to sell all of its Units, Cross Timbers has not made an actual
determination to sell the Units, and any sales of Units will be dependent upon
more favorable market conditions and other factors deemed relevant by Cross
Timbers to its investment decisions.
As of January 16, 1998, Bob R. Simpson, Chairman of the Board of Directors
and Chief Executive Officer of Cross Timbers, sold all of his Units which he had
acquired for personal investment purposes.
Other than as set forth above, neither Cross Timbers nor Mr. Simpson
currently have plans or proposals which relate to or would result in any of the
actions set forth in parts (a) through (j) of Item 4.
Page 4 of 6
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended as follows:
(a) As of June 18, 1998, Cross Timbers beneficially owns 1,360,000 Units or
approximately 22.7% of the Issuer's outstanding Units of 6,000,000 at May 1,
1998, as reported in the Issuer's Quarterly Report on Form 10-Q for its quarter
ended March 31, 1998. As of June 18, 1998, Mr. Simpson does not beneficially
own any Units.
As of June 18, 1998, J. Luther King, Jr., a director of Cross Timbers,
beneficially owns 5,000 Units or less than 0.1% of the Issuer's outstanding
Units, through 4K Land and Cattle Company, of which Mr. King is president and
owner. As of June 18, 1998, the Cross Timbers Oil Company Employees' 401(k)
Plan owns 50,940 Units, or approximately 0.8% of the Issuer's outstanding Units.
(b) Cross Timbers has the sole voting power and dispositive power with
respect to the 1,360,000 Units it beneficially owns. Mr. King has the sole
voting and dispositive power with respect to the 5,000 Units 4K Land and Cattle
Company owns.
(c) There were no transactions in the Units effected during the sixty days
prior to June 18, 1998 by Cross Timbers or Mr. Simpson or, to the knowledge of
Cross Timbers or Mr. Simpson, by any of the persons listed on Schedule I to the
Schedule 13D.
Page 5 of 6
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SIGNATURES
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.
CROSS TIMBERS OIL COMPANY
Date: June 18, 1998 By: /s/ LOUIS G. BALDWIN
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Louis G. Baldwin
Senior Vice President and
Chief Financial Officer
/s/ BOB R. SIMPSON
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Bob R. Simpson
Page 6 of 6
