<PAGE>
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)
22 7573102
---------------------------------
(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)
July 8, 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 ___.
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.
Page 1 of 7
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CUSIP NO. 22 7573102
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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
- ---------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) _____________
of a Group (See Instructions)
______________________________________(b) _____________
(3) (SEC Use Only)
- ---------------------------------------------------------------------------
(4) Source of Funds (See Instructions)
- ---------------------------------------------------------------------------
(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
- ---------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power
Beneficially Owned 2,420,106
by Each Reporting -----------------------------------------
Person With (8) Shared Voting Power
-----------------------------------------
(9) Sole Dispositive Power
2,420,106
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(10) Shared Dispositive Power
- ---------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,420,106
- ---------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- ---------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
13.1%
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(14) Type of Reporting Person (See Instructions) HC, CO
Page 2 of 7
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ONLY ITEMS REPORTED IN THIS AMENDMENT NO. 1 TO SCHEDULE 13D ARE AMENDED FROM THE
FILING ON SCHEDULE 13D FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
DECEMBER 22, 1993.
Item 2. Identity and Background.
------------------------
Item 2(c) is amended as follows:
During June 1994, WRC completed its acquisition of a majority of the total
outstanding common stock of CCC Information Services Group Inc. ("CCC"). CCC,
through its subsidiaries, provides (i) vehicle valuation and collision
estimating services and software for use by the insurance and automobile repair
industries and (ii) outsourcing services which improve the handling and settling
of automobile damage claims.
During August 1994, WRC ceased the operations of Hanover and its related
subsidiaries engaged in the investment management business.
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.
Item 4. Purpose of Transaction
----------------------
Item 4(a) is supplemented as follows:
WRC sold 261,900 CTOC shares in public market transactions in accordance
with Rule 144.
Page 3 of 7
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Item 5. Interest in Securities of the Issuer.
-------------------------------------
Item 5(a), 5(b) and 5(c) are replaced in their entirety as follows:
(a) The aggregate number of Shares and the corresponding percentage of the
outstanding Shares owned by the indicated persons named in Item 2 and Schedule I
is as follows:
<TABLE>
<CAPTION>
Percentage of
Shares Shares
Beneficially Beneficially
Person Owned Owned
- ------------------- ------------- --------------
<S> <C> <C>
WRC 2,420,106 13.1%
Robert T. Marto 20,000 less than 0.2%
</TABLE>
(b) The persons listed above have sole voting power and dispositive power
with respect to shares individually owned by them respectively.
(c) Sales by WRC outlined in Schedule II attached hereto, which is
incorporated herein by reference, were made in the ordinary course of business
since the filing of Schedule 13D filed on December 22, 1993.
Page 4 of 7
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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: July 15, 1996
WHITE RIVER CORPORATION
BY:
/s/ Robert T. Marto
----------------------------
Name: Robert T. Marto
Title: President and
Chief Executive Officer
Page 5 of 7
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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 Corporate Financial
8212 Burning Tree Road Board Advisor
Bethesda, MD 20817
Andrew Delaney Director Retired
2727 Allen Pkwy #460
Houston, TX 77019
Robert T. Marto President, President,
777 Westchester Avenue Chief Executive Chief Executive
Suite 201 Officer and Director Officer and Director
White Plains, NY 10604 of White River Corporation
Patrick M. Byrne Director Chief Executive Officer
Two Technology Drive of Centricut, LLC
Suite 3
West Lebanon, NH 03784
John P. Corrigan Vice President, Vice President,
777 Westchester Avenue Corporate Secretary, Corporate Secretary,
Suite 201 and Tax Counsel and Tax Counsel of
White Plains, NY 10604 White River Corporation
Brian P. Zwarych Vice President and Vice President and
777 Westchester Avenue Chief Financial Officer Chief Financial Officer of
Suite 201 White River Corporation
White Plains, NY 10604
</TABLE>
Page 6 of 7
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SCHEDULE II TO SCHEDULE 13D
---------------------------
Sales of Shares in Cross Timbers Oil Company by the Reporting Person since the
filing of Schedule 13D filed with the Securities and Exchange Commission on
December 22, 1993.
<TABLE>
<CAPTION>
Date Number Unit Price
Sold
- ------- ----------- ------------
<S> <C> <C>
6-19-96 20,000 $ 22.625
6-21-96 10,000 $ 22.50
6-24-96 70,000 $ 22.841
7-3-96 36,000 $ 25.951
7-8-96 51,000 $ 25.875
7-9-96 51,000 $ 26.111
7-10-96 23,900 $ 26.98
</TABLE>
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