As filed with the Securities and Exchange Commission on September 26, 1997 Registration No. 33-64274 ================================================================================ 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 EMPLOYEES' 401(K) 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) ---------- Copy to: KELLY, HART & HALLMAN, P.C. 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Attn: F. Bernasek, Esq. Calculation of Registration Fee ============================================================================================ TITLE OF SECURITIES AMOUNT PROPOSED PROPOSED AMOUNT OF TO BE TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE FEE (2) - -------------------------------------------------------------------------------------------- Common Stock, 300,000 $10.8333 $3,250,000 $1,015.63 (3) $.01 par value _________ (1) Pursuant to Rule 416(b), the number of shares of Common Stock registered under Registration Statement No. 33-64274 has been increased by 100,000 shares pursuant to adjustments under the Cross Timbers Oil Company Employees' 401(k) 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. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein. (2) Computed pursuant to Rules 457 (c) and (h) based on the average of the bid and asked price on June 4, 1993, adjusted for the effect of the March 19, 1997 three-for-two stock split. No additional filing fee is required. (3) Previously paid. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. EXHIBIT NUMBER PAGE AND DESCRIPTION NUMBER --------------- ------ (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 -2- 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 -------------------------------------- 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 --------- ----- ---- /s/ BOB R. SIMPSON Chairman of the Board; Chief September 26, 1997 - ------------------------ Executive Officer; Director Bob R. Simpson (Principal Executive Officer) /s/ STEFFEN E. PALKO Vice Chairman; President; September 26, 1997 - ------------------------ Director Steffen E. Palko /s/ J. RICHARD SEEDS Executive Vice President; September 26, 1997 - ------------------------ Director J. Richard Seeds /s/ LOUIS G. BALDWIN Senior Vice President; Chief September 26, 1997 - ------------------------ Financial Officer; (Principal Louis G. Baldwin Financial Officer) /s/ BENNIE G. KNIFFEN Senior Vice President; Controller September 26, 1997 - ------------------------ (Principal Accounting Officer) Bennie G. Kniffen /s/ J. LUTHER KING, JR.* Director September 26, 1997 - ------------------------ J. Luther King, Jr. Director - ------------------------ Jack P. Randall /s/ SCOTT G. SHERMAN* Director September 26, 1997 - ------------------------ Scott G. Sherman *By: /s/ BOB R. SIMPSON ------------------- Bob R. Simpson Attorney-in-fact -3-