-----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, RLmYonRkJ1kQSr75GkWbluQHVmUIn/ZmFLYU3HV1e4fcIK+Vc7BaDiipzdXJjKz6 cT8lmTUin5lCyW/T2TJpfQ== 0000930661-96-001415.txt : 19961023 0000930661-96-001415.hdr.sgml : 19961022 ACCESSION NUMBER: 0000930661-96-001415 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961021 SROS: NYSE GROUP MEMBERS: BOB R. SIMPSON GROUP MEMBERS: CROSS TIMBERS OIL CO GROUP MEMBERS: CROSS TIMBERS OIL COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROSS TIMBERS ROYALTY TRUST CENTRAL INDEX KEY: 0000881787 STANDARD INDUSTRIAL CLASSIFICATION: OIL ROYALTY TRADERS [6792] IRS NUMBER: 756415930 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42423 FILM NUMBER: 96646023 BUSINESS ADDRESS: STREET 1: 500 WEST SEVENTH ST STE 1300 STREET 2: P O BOX 1317 CITY: FORT WORTH STATE: TX ZIP: 76101-1317 BUSINESS PHONE: 8173906592 MAIL ADDRESS: STREET 2: P O BOX 1317 CITY: FORT WORTH STATE: TX ZIP: 76101-1317 FILED BY: 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 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 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Cross Timbers Royalty Trust --------------------------- (Name of Issuer) Units of Beneficial Interest ---------------------------- (Title of Class of Securities) 22757R 10 9 --------------- (CUSIP Number) Louis G. Baldwin Senior Vice President and Chief Financial Officer Cross Timbers Oil Company 810 Houston Street, Suite 2000 Fort Worth, Texas 76102 (817) 870-2800 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 9, 1996 ------------------------------------------------------- (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 [ ]. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. Page 1 of 10 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 22757R 10 9 ----------- - -------------------------------------------------------------------------------- 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Cross Timbers Oil Company ------------------------- 75-2347769 ---------- - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) a) [ X ] b) [ ] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) WC, BK ------- - -------------------------------------------------------------------------------- 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware -------- - -------------------------------------------------------------------------------- 7) Sole Voting Power Number of Shares 365,840 Beneficially Owned ------- by Each Reporting ------------------------------------------------------ Person With 8) Shared Voting Power ------------------------------------------------------ 9) Sole Dispositive Power 365,840 ------- ------------------------------------------------------ 10) Shared Dispositive Power - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 365,840 ------- - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ X ] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 6.1% ---- - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO ---- - -------------------------------------------------------------------------------- Page 2 of 10 SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 22757R 10 9 ----------- - -------------------------------------------------------------------------------- 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Bob R. Simpson -------------- - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) a) [ X ] b) [ ] - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) PF, OO ------ - -------------------------------------------------------------------------------- 5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States ------------- - -------------------------------------------------------------------------------- 7) Sole Voting Power Number of Shares 216,000 Beneficially Owned ------- by Each Reporting ------------------------------------------------------ Person With 8) Shared Voting Power ------------------------------------------------------ 9) Sole Dispositive Power 216,000 ------- ------------------------------------------------------ 10) Shared Dispositive Power - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 216,000 ------- - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ X ] - ------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 3.6% ---- - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) IN ---- - -------------------------------------------------------------------------------- Page 3 of 10 ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to units of beneficial interest ("Units") of Cross Timbers Royalty Trust, a grantor trust created under the laws of Texas ("the Issuer"). The address of the principal executive offices of the Issuer is 500 West Seventh Street, Suite 1300, P.O. Box 1317, Fort Worth, Texas 76101-1317. ITEM 2. IDENTITY AND BACKGROUND This statement on Schedule 13D is filed by Cross Timbers Oil Company, a Delaware corporation ("Cross Timbers"), which is engaged in the acquisition, exploitation and development of producing oil and gas properties and the marketing and transportation of oil and natural gas, and by Bob R. Simpson, Chairman of the Board of Directors and Chief Executive Officer of Cross Timbers. The address of Cross Timbers' and Mr. Simpson's principal business office is 810 Houston Street, Suite 2000, Fort Worth, Texas 76102. The name, business address and present principal occupation or employment for each executive officer and director of Cross Timbers, and the name of the organization in which such employment is conducted, are set forth in Schedule I attached hereto and incorporated herein by reference. Each such person is a citizen of the United States. Neither Cross Timbers nor Mr. Simpson nor, to the best of Cross Timbers' or Mr. Simpson's knowledge, any of the other persons listed on Schedule I attached hereto, has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Cross Timbers' purchases of Units, at a total cost of $4.2 million, were funded by working capital and borrowings under its Revolving Credit Agreement dated June 15, 1995, among Cross Timbers, Morgan Guaranty Trust Company of New York, NationsBank of Texas, N.A. and other banks parties thereto. Mr. Simpson's purchases of Units, at a total cost of $2.0 million, were funded by personal funds and margin debt. The source and amount of funds or other consideration of Unit purchases by other executive officers and directors is provided under Item 5. ITEM 4. PURPOSE OF TRANSACTION Cross Timbers regards its investment in Units as an acquisition of producing oil and gas properties within its strategic acquisition plan. Cross Timbers' investment in the Units increases its oil and gas production, cash flow and proved reserves. Mr. Simpson has purchased Units for personal investment purposes. Each of Cross Timbers and Mr. Simpson continues to monitor and evaluate its or his investment in the Issuer in light of various factors including oil and gas prices, the Issuer's distributable income, financial condition and prospects, price levels of the Units, general market and economic conditions and other available investment opportunities. Cross Timbers and Mr. Simpson may acquire additional Units through open market purchases or other transactions, maintain its or his current equity position or dispose of a portion or all of its or his Units. Other than as set forth above, neither Cross Timbers nor Mr. Simpson currently have plans or proposals which relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4. Page 4 of 10 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of October 21, 1996, Cross Timbers beneficially owns 365,840 Units or approximately 6.1% of the Issuer's outstanding Units of 6,000,000 at August 12, 1996, as reported in its Quarterly Report on Form 10-Q for its quarter ended June 30, 1996. As of October 21, 1996, Mr. Simpson beneficially owns 216,000 or approximately 3.6% of the Issuer's outstanding Units. Other than as provided above, the following are the Units beneficially owned, the approximate percentage of Units beneficially owned and the amount and source of funds or other consideration to purchase such Units for the only persons named in Schedule I that beneficially own any Units as of October 21, 1996: Percentage Funds or Units of Units Other Consideration Beneficially Beneficially --------------------- Person Owned (a) Owned Amount Source - -------------------------- ------------ ------------ ------ ------- Steffen E. Palko 92,080 1.5 % $926,000 Personal Louis G. Baldwin 10,000 0.2 116,000 Personal Keith A. Hutton 10,785 0.2 109,000 Personal Bennie G. Kniffen 1,118 (b) 13,000 Personal Kenneth F. Staab 24,003 0.4 238,000 Personal Thomas L. Vaughn 1,500 (b) 16,000 Personal Vaughn O. Vennerberg II 1,000 (b) 11,000 Personal J. Luther King, Jr. 11,401(c) 0.2 122,000 (c) J. Richard Seeds 214 (b) 2,000 Personal Scott G. Sherman 15,024 0.3 147,000 Personal George U. Wyper 36,388(d) 0.6 380,000(d) Personal(d) - ---------------- (a) Unless otherwise noted, each person has sole voting and dispositive power with respect to the Units beneficially owned. (b) Less than 0.1% of the Issuer's outstanding Units. (c) Includes 5,000 Units owned by 4K Land and Cattle Company, of which Mr. King is president and owner. 4K Land and Cattle Company used $50,000 of its working capital to purchase such Units. The remaining 6,401 Units are owned by LKCM Investment Partnership ("Investment Partnership"), of which Mr. King is the general partner and portfolio manager. The Investment Partnership used $72,000 of its working capital to purchase such Units. Luther King Capital Management Corporation (an investment management firm of which Mr. King is a director and majority shareholder) and an affiliated company are also limited partners of the Investment Partnership. Mr. King has the sole voting and dispositive power with respect to the Units owned by 4K Land and Cattle Company and the Investment Partnership. (d) Includes 1,973 Units owned by an investment partnership sponsored by E.M. Warburg Pincus & Co., Inc., an investment management and venture capital firm and the general partner of this partnership. Mr. Wyper has sole voting and dispositive power with respect to these Units. The partnership used $20,000 of its working capital to purchase such Units. The Cross Timbers Oil Company Employees' 401(k) Plan owns 49,638 Units, or 0.8% of the Issuer's outstanding Units as of October 21, 1996. These Units were purchased with funds totaling $617,000 provided by employee and matching employer contributions and are held for the benefit of the employee participants. Page 5 of 10 Cross Timbers and Mr. Simpson have no voting or investment power with respect to, and disclaim beneficial ownership of, the Units owned by the persons and entities described above. In addition, Cross Timbers and Mr. Simpson disclaim the formation of a group with any or all of the persons or entities described above. To the best of Cross Timbers' or Mr. Simpson's knowledge, no person listed on Schedule I attached hereto, other than those described above, owns any Units. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that Cross Timbers or Mr. Simpson beneficially own the Issuer's Units owned by the other persons or entities described above, or that any of the other persons or entities described above have formed a group with Cross Timbers and Mr. Simpson for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose. (b) Cross Timbers has the sole voting power and dispositive power with respect to the 365,840 Units it beneficially owns. Mr. Simpson has the sole voting power and dispositive power with respect to the 216,000 Units he owns. See Item 5(a) above regarding voting and dispositive power of Units owned by persons listed on Schedule I attached hereto. (c) Schedule II, attached hereto and incorporated herein by reference, lists all transactions in the Units effected during the past 60 days by Cross Timbers or Mr. Simpson or, to the knowledge of Cross Timbers or Mr. Simpson, by any of the persons listed on Schedule I attached hereto. (d) No other person is known by Cross Timbers or Mr. Simpson to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, the Units beneficially owned by Cross Timbers described in Item 5(a) above. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER To the best of Cross Timbers' or Mr. Simpson's knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2, or between any of the persons named in Item 2 and any other persons, with respect to the Units. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit - ------- 10.1 - Revolving Credit Agreement dated June 15, 1995, among Cross Timbers and certain commercial banks named therein is incorporated by reference to Exhibit 10.1 to Cross Timbers' Report on Form 10-K for the year ended December 31, 1995. 99.1 - Joint Filing Agreement pursuant to Rule 13d-1(f)(1)(iii). Page 6 of 10 SIGNATURES 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. CROSS TIMBERS OIL COMPANY Date: October 21, 1996 By: /s/ LOUIS G. BALDWIN ----------------------------------- Louis G. Baldwin Senior Vice President and Chief Financial Officer /s/ BOB R. SIMPSON ---------------------------------------- Bob R. Simpson Page 7 of 10 SCHEDULE I TO SCHEDULE 13D The following is a list of all executive officers of Cross Timbers and their present principal office held. The business address for each of these executive officers is 810 Houston Street, Suite 2000, Fort Worth, Texas, 76102. Name Present Principal Office Held - ----- ----------------------------- Bob R. Simpson Chairman of the Board of Directors and Chief Executive Officer Steffen E. Palko Vice Chairman of the Board of Directors and President Louis G. Baldwin Senior Vice President and Chief Financial Officer Keith A. Hutton Senior Vice President - Asset Development Bennie G. Kniffen Senior Vice President and Controller Larry B. McDonald Senior Vice President - Operations Kenneth F. Staab Senior Vice President of Engineering Thomas L. Vaughn Senior Vice President - Operations Vaughn O. Vennerberg II Senior Vice President - Land The following is a list of all directors (with exception of Messrs. Simpson and Palko who are listed above), their business address and present principal employment and employer. Name and Business Address Present Principal Employment and Employer - ------------------------- ----------------------------------------- Charles B. Chitty Retired Chief Financial Executive, The Lupton Company c/o Lyndhurst Foundation 517 E. Fifth St. Chattanooga, TN 37403 J. Luther King, Jr. President, Principal and Portfolio Manager/Analyst, 301 Commerce Street, Luther King Capital Management Corporation Suite 1600 Fort Worth, TX 76102 J. Richard Seeds Counselor, Springtown Independent School District 300 Pojo Drive Springtown, TX 76082 Scott G. Sherman Owner, Scott Sherman Enterprises 777 Taylor Street, Suite 1135 Fort Worth, TX 76102 George U. Wyper Managing Director, E.M. Warburg Pincus & Co., Inc. E.M. Warburg Pincus & Co., Inc. 466 Lexington Ave., 10th Floor New York, NY 10017 Page 8 of 10 SCHEDULE II TO SCHEDULE 13D The following lists all Unit purchases effected by Cross Timbers during the past 60 days. All such purchases were open market transactions. Mr. Simpson has not effected any transactions during the past 60 days. To the best of Cross Timbers' and Mr. Simpson's knowledge, no Unit transactions were effected by any persons listed in Schedule I attached hereto during the past 60 days. Number Price Date of Shares per Share ------------ --------- --------- 8/22/96 47,340 11.750 9/10/96 1,500 11.875 9/12/96 1,500 11.875 10/8/96 1,600 12.125 10/9/96 10,600 12.000 10/10/96 29,500 12.350 10/11/96 10,000 12.500 10/15/96 600 12.500 10/17/96 20,500 12.793 10/21/96 1,000 12,875 Page 9 of 10 EX-99.1 2 JOINT FILING AGREEMENT EXHIBIT 99.1 1. Joint Filing. Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. 2. Power of Attorney. Know all persons by these presents that each person whose signature appears below constitutes and appoints Steffen E. Palko, Louis G. Baldwin and John O'Rear, and each of them, as his or its true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments to the Schedule 13D and any reports filed pursuant to Section 16 of the Securities Exchange Act of 1934, filed on behalf of each of them with respect to their beneficial ownership of Cross Timbers Royalty Trust, and to file the same, with all exhibits thereto and all 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 in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or such person or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. DATED: October 21, 1996 CROSS TIMBERS OIL COMPANY By: /s/ LOUIS BALDWIN -------------------------------- Louis G. Baldwin Senior Vice President and Chief Financial Officer /s/ BOB R. SIMPSON ----------------------------------- Bob R. Simpson Page 10 of 10 -----END PRIVACY-ENHANCED MESSAGE-----