As filed with the Securities and Exchange Commission on September 26, 1997
Registration No. 33-65238
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CROSS TIMBERS OIL COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-2347769
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
810 HOUSTON STREET, SUITE 2000, FORT WORTH, TEXAS 76102
(Address of Principal Executive Offices) (Zip Code)
CROSS TIMBERS OIL COMPANY 1991 STOCK INCENTIVE PLAN
(Full title of the plan)
MR. 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)
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Copy to:
KELLY, HART & HALLMAN, P. C.
201 MAIN STREET, SUITE 2500
FORT WORTH, TEXAS 76102
ATTN: F. RICHARD BERNASEK, ESQ.
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED PROPOSED AMOUNT OF
TITLE OF SECURITIES TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE FEE (2)
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Common Stock, 675,000 $10.0417 $6,778,125 $2,118.16
$.01 par value shares
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(1) Pursuant to Rule 416(b), the number of shares of Common Stock registered
under Registration Statement No. 33-65238 has been increased by 225,000
shares pursuant to adjustments under the Cross Timbers Oil Company 1991
Stock Incentive Plan to prevent dilution resulting from the three-for-two
stock split effected as a stock dividend on March 19, 1997. Pursuant to
Rule 416(a), the number of shares of Common Stock registered hereunder
includes such indeterminate number of additional shares of Common Stock as
may be offered or issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2) Computed pursuant to Rules 457(c) and (h) based on the average of the bid
and asked price on June 25, 1993, adjusted for the effect of the March 19,
1997 three-for-two stock split. No additional filing fee is required.
(3) Previously paid.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
EXHIBIT NUMBER PAGE
AND DESCRIPTION NUMBER
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(5) Opinion re legality
5.1 Kelly, Hart & Hallman, P.C.
(15) Letter re unaudited interim financial information
15.1 Awareness letter of Arthur Andersen LLP
(23) Consents of experts and counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Kelly, Hart & Hallman, P.C. (included in
its opinion filed as Exhibit 5.1)
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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 post-effective
amendment to 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 September 26, 1997.
CROSS TIMBERS OIL COMPANY
By: /s/BOB R. SIMPSON
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Bob R. Simpson
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/BOB R. SIMPSON Chairman of the Board; Chief September 26, 1997
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Bob R. Simpson Executive Officer; Director
(Principal Executive Officer)
/s/STEFFEN E. PALKO Vice Chairman; President; September 26, 1997
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Steffen E. Palko Director
/s/J. RICHARD SEEDS Executive Vice President; September 26, 1997
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J. Richard Seeds Director
/s/LOUIS G. BALDWIN Senior Vice President; Chief September 26, 1997
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Louis G. Baldwin Financial Officer; (Principal
Financial Officer)
/s/BENNIE G. KNIFFEN Senior Vice President; Controller September 26, 1997
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Bennie G. Kniffen (Principal Accounting Officer)
/s/J. LUTHER KING, JR.* Director September 26, 1997
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J. Luther King, Jr.
Director
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Jack P. Randall
/s/SCOTT G. SHERMAN* Director September 26, 1997
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Scott G. Sherman
*By: /s/BOB R. SIMPSON
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Bob R. Simpson
Attorney-in-fact
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