SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
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
-----------------------------------------------------------------
(CUSIP Number)
December 31, 1998
-----------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|X| Rule 13d-1(b)
|_| 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 |
| | |
| | Demeter Holdings Corporation |
|--------|---------------------------------------------------------------------|
| 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* |
| | CO |
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE>
SCHEDULE 13G
------------
Item 1(a) Name of Issuer:
Cross Timbers Oil Company
1(b) Address of Issuer's Principal Executive Offices:
Suite 2000
810 Houston Street
Fort Worth, TX 76102
Item 2(a) Name of Person Filing:
Demeter Holdings Corporation through its wholly owned
subsidiary, White River Corporation
2(b) Address of Principal Business Office or, if none, Residence:
c/o Charlesbank Capital Partners, LLC
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 The reporting person is a wholly-owned subsidiary of the
endowment fund of Harvard University in accordance with Rule
13d-1(b)(1)(ii)(F).
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, subject to the terms of the Existing
Assets Management Agreement described more fully in
Item 6.
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, subject to the terms of
the Existing Assets Management Agreement
described more fully in Item 6.
(iv) shared power to dispose or to direct the disposition of:
--------
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:
Pursuant to the Existing Assets Management Agreement,
dated July 1, 1998, between Charlesbank Capital
Partners, LLC ("Charlesbank"), President and Fellows of
Harvard College ("Harvard") and certain individuals,
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 by Demeter
Holdings Corporation, an affiliate of Harvard, 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
acquired and are held in the ordinary course of business and 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.
DEMETER HOLDINGS CORPORATION
By: /s/ Tami E. Nason
----------------------------------
Name: Tami E. Nason
Title: Authorized Signatory
February 12, 1999
Page 5 of 5 Pages
