<PAGE>
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
McFarland Energy, Inc.
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(Name of Issuer)
Common Stock
---------------------
(Title of Class of Securities)
58 0432102
---------------------------------
(CUSIP Number)
Robert T. Marto
President and
Chief Executive Officer
White River Corporation
777 Westchester Avenue, Suite 201
White Plains, New York 10604
(914) 251-0237
------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 16, 1997
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(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 ___.
Check the following box if a fee is being paid with this statement
_____. (A fee is not required only if the reporting 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.)
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.
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CUSIP NO. 58 0432102
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(1) Name of Reporting Person. S.S. or I.R.S. Identification No. of Above
Person
White River Corporation
93-1011071
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(2) Check the Appropriate Box if a Member (a) _____________
of a Group (See Instructions)
(b) _____________
- ------------------------------------------
(3) (SEC Use Only)
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(4) Source of Funds (See Instructions) AF (See Item 2)
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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(6) Citizenship or Place of Organization Delaware
--------
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Number of Shares (7) Sole Voting Power
Beneficially Owned 567,200
by Each Reporting -----------------------
Person With (8) Shared Voting Power
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(9) Sole Dispositive Power
567,200
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(10) Shared Dispositive Power
-----------------------
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
567,200
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
Approximately 9.90%
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(14) Type of Reporting Person (See Instructions) HC, CO
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Item 1. Security and Issuer.
--------------------
This Statement on Schedule 13D relates to Common Stock, par value
$1.00 per share ("Shares") of McFarland Energy, Inc. (MCFE"), a Delaware
corporation. The address of the principal executive office of MCFE is 10425 S.
Painter Avenue, Sante Fe Springs, CA 90670.
Item 2. Identity and Background.
------------------------
(a), (b), (c), and (f). This statement on Schedule 13D is filed by
White River Corporation ("WRC"), a Delaware corporation listed on The NASDAQ
Stock Market (symbol WHRC).
WRC is a holding company which owns a portfolio of securities and
White River Enterprises, Inc. ("WRE"). WRE is a holding company incorporated in
Delaware. The address of the principal business office of WRC and WRE is 777
Westchester Avenue, Suite 201, White Plains, New York 10604.
Prior to 12/22/93, WRC was a wholly-owned subsidiary of Fund American
Enterprises Holdings, Inc. ("FAEH"). WRC purchased the Shares from FAEH on
9/24/93 as part of the initial capitalization of WRC. On 12/22/93, FAEH
distributed approximately 75% of WRC Common Stock to FAEH's shareholders as a
dividend. As WRC is no longer a FAEH subsidiary, it must file a separate
Schedule 13D reflecting its ownership of Shares of MCFE.
The name, business address, present principal occupation or employment
(and the name, principal business and address of any corporation or other
organization in which such employment is conducted) and citizenship of each
director and executive officer of WRC is set forth on Schedule I, attached
hereto and incorporated herein by reference.
(d) and (e). Neither WRC and to the best knowledge of WRC, any of the
persons listed on Schedule I, attached hereto, during the last five years has
been convicted in a criminal
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proceeding (excluding traffic violations and similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any such person 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.
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As described in Item 2, WRC purchased the Shares from FAEH on 9/24/93
as part of WRC's initial capitalization. Such transaction was in anticipation
of WRC being distributed to FAEH shareholders as a stand-alone public company.
Item 4. Purpose of Transaction
----------------------
WRC is holding the Shares for investment purposes and has no present
plans or proposals which relate to, or would result in, any of the actions
described in Item 4(a) through 4(j).
Item 5. Interest in Securities of the Issuer.
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(a) WRC owns all 567,200 Shares directly. The aggregate number of
Shares and the corresponding percentage of the outstanding Shares such number
represents which is owned by the indicated persons names in Item 2 is as
follows:
<TABLE>
<CAPTION>
Percentage of
Shares Shares
Beneficially Beneficially
Person Owned Owned
------ ------------ ------------
<S> <C> <C>
WRC 567,200 9.90%
</TABLE>
(b) WRC has sole voting power and dispositive power with respect to
567,200 Shares.
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(c) None.
(d) None.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Other than the "Standstill Agreement" described herein, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 or to the best knowledge of WRC, between any
of the persons named in Item 2 and any other persons with respect to Shares of
MCFE. The Standstill Agreement was executed by a subsidiary of FAEH but WRC
assumed the same undertakings upon the transfer of Shares of MCFE to WRC. Such
agreement generally provides that WRC will vote in favor of MCFE's existing
management, is intended to keep WRC a friendly investor and restricts WRC from
making further purchases and sales of MCFE Shares without seeking approval from
MCFE.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit A - Standstill Agreement dated January 4, 1993, was filed to the
original statement at Page 9 thereof.
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: June 19, 1997
WHITE RIVER CORPORATION
BY:
/s/ Robert T. Marto
------------------------------
Name: Robert T. Marto
Title: President and
Chief Executive Officer
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SCHEDULE I TO SCHEDULE 13D
--------------------------
Following is a list of the directors and executive officers of White River
Corporation (or "WRC") setting forth the business address and present principal
occupation or employment (and the name, principal business and address of any
corporation or organization in which such employment is conducted) of each such
person. Each such person is a citizen of the United States of America.
<TABLE>
<CAPTION>
Name and Principal Occupation
Business Address WRC Office or Present Employment
- ---------------- ----------------------- ---------------------
<S> <C> <C>
Gordon S. Macklin Chairman of the Board Corporate Financial Advisor
8212 Burning Tree Road
Bethesda, MD 20817
Patrick M. Byrne Director Chairman, President
Centricut and CEO of Centricut
Two Technology Drive
West Lebanon, NH 03784
Andrew Delaney Director Retired
2727 Allen Pkwy #460
Houston, TX 77019
Robert T. Marto President, President, Chief Executive
White River Corporation Chief Executive Officer and Director
777 Westchester Avenue Officer and Director of White River Corporation
Suite 201
White Plains, NY 10604
Michael E.B. Spicer Chief Financial Officer Chief Financial Officer
White River Corporation and Treasurer and Treasurer of
777 Westchester Avenue White River Corporation
Suite 201
White Plains, NY 10604
Bonnie B. Stewart Corporate Secretary Corporate Secretary
White River Corporation of White River Corporation
777 Westchester Avenue
Suite 201
White Plains, NY 10604
</TABLE>
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SCHEDULE II TO SCHEDULE 13D
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Sales of Shares in McFarland Energy, Inc. by the Reporting Person since the
filing of Schedule 13D Amendment 1 filed with the Securities and Exchange
Commission of May 22, 1997.
<TABLE>
<CAPTION>
Number
Date Sold Unit Price
---- ------ ----------
<S> <C> <C>
5/23/97 3,000 $ 13.00
6/4/97 5,000 $ 13.00
6/10/97 30,000 $13.125
6/12/97 10,000 $13.125
6/16/97 11,000 $ 14.75
</TABLE>
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