-----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, F8LiUCGeLvDiKlwPrjPTlLNColphZcTeQViuIr6hqKH/rK9KWqBU5EG/Pp6NwPNh rRxVfinzSxpRYhO5mDqRaw== 0001047469-99-017722.txt : 19990504 0001047469-99-017722.hdr.sgml : 19990504 ACCESSION NUMBER: 0001047469-99-017722 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TYLER CORP /NEW/ CENTRAL INDEX KEY: 0000860731 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 752303920 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-04132 FILM NUMBER: 99608799 BUSINESS ADDRESS: STREET 1: 2800 W MOCKINGBIRD LANE STREET 2: STE 3200 SAN JACINTO TOWER CITY: DALLAS STATE: TX ZIP: 75235 BUSINESS PHONE: 2147547800 MAIL ADDRESS: STREET 1: 2121 SAN JACINTO STREET STREET 2: SUITE 3200 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: TYLER THREE INC DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARR JOHN S JR CENTRAL INDEX KEY: 0001085536 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 370 US ROUTE 1 CITY: PALMOUTH STATE: ME ZIP: 04105 BUSINESS PHONE: 2077812260 MAIL ADDRESS: STREET 1: 370 US ROUTE 1 CITY: PALMOUTH STATE: ME ZIP: 04105 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____)* Tyler Corporation -------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value ------------------------------------ (Title of Class of Securities) 902184100 (CUSIP Number) Mr. John Yeaman 2800 W. Mockingbird Lane Dallas, Texas 75235 (214) 902-5000 ------------------------------------------- (Name and Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 20, 1999 ---------------------------------------------- (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-I(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-I(a) for other parties to whom copies are to be sent. *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 the disclosures provided in a prior cover page. The information required in the remainder of the 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). SCHEDULE 13D CUSIP No. 902184100 Page 2 of 5 Pages (1) NAME OF REPORTING PERSON S.S.N. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John S. Marr, Jr. S.S.N. ###-##-#### (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) /X/ (3) SEC USE ONLY (4) SOURCE OF FUNDS 00 (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO 2(d) or 2(e) / / (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States, Resident of the State of Maine NUMBER OF (7) SOLE VOTING POWER 1,284,976 SHARES (8) SHARED VOTING POWER 750,000 BENEFICIALLY (9) SOLE DISPOSITIVE POWER 1,284,976 OWNED BY (10) SHARED DISPOSITIVE POWER 750,000 EACH REPORTING PERSON WITH (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,034,976 (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2796% (14) TYPE OF REPORTING PERSON IN Page 2 of 5 Pages ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, $.01 par value per share (the "Common Stock"), of Tyler Corporation, a Delaware corporation (the "Issuer"). The address of the principal executive office of the Issuer is 2800 W. Mockingbird Lane, Dallas, Texas 75235. ITEM 2. IDENTITY AND BACKGROUND (a) This Schedule 13D is filed by John S. Marr, Jr. (the "Reporting Person"). (b) The Reporting Person's business address is 370 U.S. Route 1, Falmouth, Maine 01405. (c) The Reporting Person's principal occupation is serving in the capacity of President, Process, Incorporated, a Maine corporation ("Process") with a principal place of business at 370 U.S. Route 1, Falmouth, Maine 01405. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding. (e) During the last five years, the Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person is or was 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. (f) The Reporting Person is a citizen of the United States of America and a resident of the State of Maine. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Person received 2,034,976 shares of Common Stock of the Issuer as a result of the merger of Process with a wholly-owned subsidiary of the Issuer, as described in Item 4 below. ITEM 4. PURPOSE OF TRANSACTION On April 20, 1999 the Issuer, a wholly-owned subsidiary of the Issuer, Process and its stockholders, including the Reporting Person, entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, all of the issued and outstanding shares of capital stock of Process were exchanged for cash and Common Stock of the Issuer (the "Acquisition"). As a result of the Acquisition, the Reporting Person in his capacity as a stockholder of Process received cash and an aggregate of 2,034,976 shares of Page 3 of 5 Pages the Common Stock of the Issuer in exchange for his shares of Process. ITEM 5. INTEREST IN SECURITIES OF ISSUER (a) The Reporting Person is the beneficial owner of 2,034,976 shares of the outstanding Common Stock of the Issuer as a result of the Acquisition, described in Item 4. The Reporting Person beneficially owns 5.2796 percent of the outstanding shares of Common Stock of the Issuer, assuming an aggregate number of shares of Common Stock of the Issuer issued and outstanding as of the date of the Acquisition of 38,544,068 shares. (b) Subsequent to the consummation of the Acquisition, the Reporting Person transferred for no consideration an aggregate of 750,000 shares of Common Stock of the Issuer to Fourteen Riverside Limited Partnership, a Delaware limited partnership (the "Partnership"). The General Partner of the Partnership is 14RLP, Inc., a Delaware corporation, of which the Reporting Person and his wife are the sole shareholders and of which the Reporting Person is the President, Treasurer, and a Director. Accordingly, of the 2,034,976 shares of Common Stock beneficially owned by the Reporting Person as a result of the Acquisition, 750,000 of such shares are subject to the shared voting power and shared dispositive power of the Reporting Person and his wife. (c) Other than the Acquisition and the transfer of shares of Common Stock to the Partnership, the Reporting Person has not affected any transactions in the shares of Common Stock of the Issuer. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER None, except as reported under Items 4 and 5 above. As reported in Item 4, the Reporting Person is the beneficial owner of 2,034,976 shares of Common Stock of the Issuer. Of such shares, 750,000 are subject to the shared voting power and shared dispositive power of the Reporting Person and his wife. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS None. Page 4 of 5 Pages SIGNATURE After reasonably 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. May 3, 1999 /s/ John S. Marr, Jr. - -------------------------- ------------------------ Date John S. Marr, Jr. Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----