SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)(1)
Cross Timbers Oil Company
---------------------------------
(Name of Issuer)
Common Stock
-------------------------------------------
(Title of Class of Securities)
227573102
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
- ---------------------
(1) 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 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).
Page 1 of 5 Pages
<PAGE>
- ---------------------------------- ---------------------------
|CUSIP NO. 227573102 | 13G | Page 2 of 5 Pages |
| ----------- | | --- --- |
- ---------------------------------- ---------------------------
|--------|---------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Charlesbank Capital Partners, LLC |
|--------|---------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | (b) [ ] |
| | |
|--------|---------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|--------|---------------------------------------------------------------------|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Massachusetts |
|-----------------|--------|---------------------------------------------------|
| | 5 | SOLE VOTING POWER |
| | | 5,234,113 shares |
| NUMBER OF |--------|---------------------------------------------------|
| SHARES | 6 | SHARED VOTING POWER |
| BENEFICIALLY | | -- |
| OWNED BY |--------|---------------------------------------------------|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| REPORTING | | 5,234,113 shares |
| PERSON |--------|---------------------------------------------------|
| WITH | 8 | SHARED DISPOSITIVE POWER |
| | | -- |
|------------------------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 5,234,113 shares |
|--------|---------------------------------------------------------------------|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN [ ] |
| | SHARES* |
| | |
|--------|---------------------------------------------------------------------|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 11.5% |
|--------|---------------------------------------------------------------------|
| 12 | TYPE OF REPORTING PERSON* |
| | OO |
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE>
SCHEDULE 13G
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Item 1(a) Name of Issuer:
Cross Timbers Oil Company
1(b) Address of Issuer's Principal Executive Offices:
810 Houston Street
Fort Worth, TX 76102
Item 2(a) Name of Person Filing:
Charlesbank Capital Partners, LLC
2(b) Address of Principal Business Office or, if none, Residence:
600 Atlantic Avenue, 26th Floor
Boston, MA 02210
2(c) Citizenship:
Massachusetts
2(d) Title of Class of Securities:
Common Stock
2(e) CUSIP Number:
227573102
Item 3 This statement is filed pursuant to Rule 13d-1(c).
Item 4 Ownership:
4(a) Amount beneficially owned:
5,234,113 shares
4(b) Percent of Class:
11.5%
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
5,234,113 shares
Page 3 of 5 Pages
<PAGE>
(ii) shared power to vote or to direct the vote:
---------
(iii) sole power to dispose or to direct the disposition of:
5,234,113 shares
(iv) shared power to dispose or to direct the disposition of:
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Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Beneficial ownership of the securities was acquired by
Charlesbank Capital Partners, LLC ("Charlesbank") pursuant to
the Existing Assets Management Agreement, dated as of July 1,
1998, between Charlesbank, President and Fellows of Harvard
College ("Harvard") and certain individuals (the
"Agreement"). Pursuant to the Agreement, Charlesbank will act
as an investment manager on behalf of Harvard and its
affiliates in connection with certain existing investments
of Harvard and its affiliates, including the investment in
Cross Timbers Oil Company disclosed herein.
Item 7 Identification and Classification of the Subsidiary which Acquired
the Security Being Reported on by the Parent Holding Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Page 4 of 5 Pages
<PAGE>
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
CHARLESBANK CAPITAL PARTNERS, LLC
By: /s/ Tami E. Nason
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Name: Tami E. Nason
Title: Vice President, Legal
February 12, 1999
Page 5 of 5 Pages
