-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MAD18f7v8NXknj8oo6bkAinqEsxRzhdoK0O+qoJyfikqyr13DQDCp3CTP2td/eUO a7JcRJ8p7zg5gqKcgk3wDQ== 0001017918-97-000037.txt : 19970624 0001017918-97-000037.hdr.sgml : 19970624 ACCESSION NUMBER: 0001017918-97-000037 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970623 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROSS TIMBERS OIL CO CENTRAL INDEX KEY: 0000868809 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 752347769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44119 FILM NUMBER: 97627848 BUSINESS ADDRESS: STREET 1: 810 HOUSTON ST STREET 2: STE 2000 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178702800 MAIL ADDRESS: STREET 1: 810 HOUSTON STREET STREET 2: STE 2000 CITY: FORT WORTH STATE: TX ZIP: 76102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANCO INC CENTRAL INDEX KEY: 0001017918 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133390015 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 PARK AVE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125832000 MAIL ADDRESS: STREET 1: 767 PARK AVE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 SCHEDULE 13D, AMENDMENT NUMBER 1 Page 1 of 7 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1 )* CROSS TIMBERS OIL COMPANY ----------------------------------------------------- (Name of Issuer) COMMON STOCK ----------------------------------------------------- (Title of Class of Securities) 227573102 ----------------------------------------------------- (CUSIP Number) Linda S. Martinson, Esq. (212) 583-2000 767 Fifth Avenue, 24th Floor, New York, NY 10153 ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [X]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *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 ("Act") 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). SEC 1746 (12-91) Schedule 13D, Amendment No. 1 (continued) CUSIP No. 227573102 Page 2 of 7 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald Baron - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(C) OR 2(E) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 3,172,450 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,172,450 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,172,450 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT Page 3 of 7 Pages Item 1. Security and Issuer (a) Name of Issuer: Cross Timbers Oil Company (b) Address of Issuer's Principal Executive Offices: 810 Houston Street Suite 2000 Ft. Worth, TX 76102 (c) Title and Class of Securities: Common Stock Item 2. Identity and Background (a) Name: Ronald Baron (b) Business Address: 767 Fifth Avenue 24th Floor New York, NY 10153 (c) Present Principal Employment: President: Baron Capital Management, Inc., BAMCO, Inc., Baron Capital, Inc. 767 Fifth Avenue 24th Floor New York, NY 10153 (d) Record of Convictions: No material change. (e) Record of Civil Proceedings: No material change. (f) Citizenship: No material change. Item 3. Source and Amount of Funds or Other Consideration Reporting Person owns no shares of the issuer directly. 2,650,000 shares were purchased for an aggregate purchase price of $36,903,171 for the account Baron Asset Fund, an investment company registered under the Investment Company Act of 1940, which is advised by BAMCO, Inc. ("BAMCO"), a registered investment adviser which is controlled by Ronald Baron. An additional 522,450 shares were purchased for an aggregate purchase price of $8,522,358 for the accounts of investment advisory clients of Baron Capital Management, Inc. ("BCM") a registered investment adviser controlled by Ronald Baron. All of those shares were paid for by cash in the accounts of the investment companies and advisory clients. Item 4. Purpose of Transaction No material change. Page 4 of 7 Pages Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting Person: (i)3,172,450 shares in his capacity as a controlling person of BAMCO and BCM. Reporting Person disclaims that he is the beneficial owner of these shares. (ii) no shares personally. (b) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 0 (ii) shared power to vote or direct the vote: 3,172,450 (iii) sole power to dispose or to direct the disposition: 0 (iv) shared power to dispose or direct the disposition: 3,172,450 Reporting Person may be deemed to share power to vote and dispose of shares referred to herein as a result of his control of the investment advisers for whose advisory clients he is reporting. (c) A schedule of transactions effected in the last sixty days is attached hereto. (d) Ownership of More than Five Percent on Behalf of Another Person: The investment advisory clients have the right to receive the dividends from, or the proceeds from the sale of the securities in their respective accounts. To the best of Reporting Person's knowledge, no person has such interest relating to more than 5% of the outstanding class of securities, except that Baron Asset Fund owns 2,620,000 (9.5%) of the shares reported herein. (e) Ownership of Less than Five Percent: Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No material change. Item 7. Material to be Filed as Exhibits Exhibit 99 - 60 days of trading. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 20, 1997 /s/ Ronald Baron _______________________________________ Ronald Baron EX-99 2 60-DAY TRANSACTION SCHEDULE Transaction Schedule From 04-16-97 To 06-16-97 Acct Exec. Date ID Trans Qty Price - -------- ----- ----- ------ --------- 04-16-97 bcm4 by 9,500 16.0105 04-17-97 bcm4 by 5,500 16.0682 05-01-97 bcm4 by 5,000 15.5273 05-01-97 bcm4 by 2,000 15.5273 05-01-97 bcm4 by 4,000 15.5273 05-01-97 bcm4 by 5,000 15.5273 05-02-97 baf by 7,800 15.7131 05-02-97 bcm4 by 10,000 15.7131 05-02-97 bcm4 by 10,000 15.7131 05-02-97 bcm4 by 2,000 15.7131 05-02-97 bcm4 by 2,000 15.7131 05-02-97 bcm4 by 1,500 15.7131 05-02-97 bcm4 by 5,000 15.7131 05-05-97 bcm4 by 5,000 17.2975 05-08-97 baf by 7,200 16.3750 05-09-97 baf by 15,000 16.7983 05-12-97 baf by 5,000 16.8750 05-13-97 baf by 10,000 16.9013 05-14-97 baf by 10,000 16.9563 05-15-97 baf by 15,000 16.5933 05-16-97 baf by 15,000 16.7083 05-19-97 baf by 10,000 16.8100 05-29-97 bcm4 by 8,500 19.0235 06-02-97 bcm4 by 4,000 19.6343 06-02-97 bcm4 by 1,500 19.6250 06-03-97 bcm4 by 2,000 20.2500 06-04-97 baf by 15,000 19.0389 06-04-97 bcm4 by 10,000 19.0389 06-04-97 bcm4 by 2,000 19.0389 06-05-97 bcm4 by 1,600 19.7500 06-05-97 bcm4 by 1,000 19.7500 06-05-97 bcm4 by 900 19.7500 06-05-97 bcm4 by 700 19.7500 06-05-97 bcm4 by 3,400 19.7500 06-09-97 bcm4 by 7,500 19.7833 06-10-97 bcm4 by 600 19.4250 06-10-97 bcm4 by 1,500 19.4250 06-10-97 bcm4 by 900 19.4250 06-10-97 bcm4 by 2,500 19.4250 06-10-97 bcm4 by 300 19.4250 06-10-97 bcm4 by 500 19.4250 06-10-97 bcm4 by 400 19.4250 06-10-97 bcm4 by 2,300 19.4250 06-10-97 bcm4 by 600 19.4250 06-10-97 bcm4 by 400 19.4250 06-10-97 bcm4 by 2,900 19.3750 06-10-97 bcm4 by 2,500 19.4250 06-11-97 baf by 10,000 18.7500 06-11-97 bcm4 by 2,000 19.3125 06-11-97 bcm4 by 7,100 19.2500 06-11-97 bcm4 by 4,000 19.3125 06-11-97 bgi by 20,000 18.7500 06-13-97 bcm4 by 10,000 18.8450 06-13-97 bgi by 10,000 18.7950 06-16-97 bcm4 by 2,000 19.1250 -----END PRIVACY-ENHANCED MESSAGE-----