<PAGE>
As filed with the Securities and Exchange Commission on May 23, 2000
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 co-registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
75-2347769
(I.R.S. Employer Identification No.)
810 Houston Street, Suite 2000, Fort Worth, Texas
(Address of Principal Executive Offices)
76102
(Zip Code)
CROSS TIMBERS OIL COMPANY EMPLOYEES' 401(k) PLAN
(Full title of the plan)
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:
Frank G. McDonald
810 Houston Street, Suite 2000
Fort Worth, Texas 76102
(Name and address of agent for service)
(817) 870-2800
Calculation of Registration Fee
<TABLE>
<CAPTION>
====================================================================================================================================
Title of securities to be Amount to be Proposed maximum offering Proposed maximum aggregate Amount of registration
registered registered (1) price per unit (2) offering price fee (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $0.01 par 800,000 $17.71875 $14,175,000 $3,742.20
value, and preferred stock
purchase rights
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
_________
(1) Pursuant to Rule 416(a), the number of shares of common stock registered
hereunder includes such indeterminate number of additional shares 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 May 19, 2000.
================================================================================
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities. Pursuant to this registration statement,
Cross Timbers Oil Company hereby registers an additional 800,000 shares of its
common stock for issuance under the Cross Timbers Oil Company 401(k) Plan.
Pursuant to General Instruction E of Form S-8, this registration statement
incorporates by reference the contents of Cross Timbers' registration statement
on Form S-8, Registration No. 333-68775, filed with the Securities and Exchange
Commission on December 11, 1998, and all post-effective amendments thereto.
Pursuant to General Instruction E of Form S-8, all information that has been
incorporated from the original registration statement is not repeated in this
registration statement.
Item 8. Exhibits
Exhibit Number Description
-------------- -----------
4.1 Cross Timbers Oil Company Employees' 401(k) Plan (incorporated by
reference to Exhibit 4.1 to Cross Timbers' registration statement
on Form S-8, File No. 33-64274)
4.2 Specimen Stock Certificate (incorporated by reference to Exhibit
4.1 to Cross Timbers' registration statement on Form S-1, File No.
33-59820)
5.1 Qualification letter, dated February 27, 1991, from the Internal
Revenue Service (incorporated by reference to Exhibit 4.1 to Cross
Timbers' registration statement on Form S-8, File No. 33-64274)
15.1 Awareness letter of Arthur Andersen LLP
23.1 Consent of Arthur Andersen LLP
24.1 Power of attorney (contained on the signature page to this
Registration Statement)
<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 May 23, 2000.
CROSS TIMBERS OIL COMPANY
By: /s/ BOB R. SIMPSON
----------------------------
Bob R. Simpson, Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Bob R. Simpson, Steffen E. Palko and Louis G.
Baldwin, 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 thereto, 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
--------- ----- ----
/s/ BOB R. SIMPSON Chairman of the Board; May 23, 2000
- ---------------------------------- Chief Executive Officer;
Bob R. Simpson Director (Principal Executive
Officer)
/s/ STEFFEN E. PALKO Vice Chairman; President; May 23, 2000
- ---------------------------------- Director
Steffen E. Palko
/s/ J. LUTHER KING, JR. Director May 23, 2000
- ----------------------------------
J. Luther King, Jr.
/s/ JACK P. RANDALL Director May 23, 2000
- ----------------------------------
Jack P. Randall
/s/ SCOTT G. SHERMAN Director May 23, 2000
- ----------------------------------
Scott G. Sherman
/s/ HERBERT D. SIMONS Director May 23, 2000
- ----------------------------------
Herbert D. Simons
/s/ LOUIS G. BALDWIN Executive Vice President; May 23, 2000
- ---------------------------------- Chief Financial Officer
Louis G. Baldwin (Principal Financial Officer)
/s/ BENNIE G. KNIFFEN Senior Vice President; May 23, 2000
- ---------------------------------- Controller (Principal
Bennie G. Kniffen Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
15.1 Awareness letter of Arthur Andersen LLP
23.1 Consent of Arthur Andersen LLP
24.1 Power of attorney (contained on the signature page to this
Registration Statement)
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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 ("Company") for the period ended March
31, 2000, as indicated in our report dated April 26, 2000. Because we did not
perform an audit, we expressed no opinion on that information.
We are aware that our report referred to above, which is included in the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2000, is
being used in this Registration Statement.
We also are aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act of 1933, is 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
May 23, 2000
<PAGE>
EXHIBIT 23.1
INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT
Cross Timbers Oil Company
Fort Worth, Texas
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Cross Timbers Oil Company
("Company") on Form S-8 of our report dated March 17, 2000, included in the
Company's Form 10-K for the year ended December 31, 1999.
ARTHUR ANDERSEN LLP
Fort Worth, Texas
May 23, 2000
