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SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
TYLER CORPORATION
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
902184 10 0
(CUSIP Number)
Richmond Partners, Ltd.
Louis A. Waters, General Partner
520 Post Oak Boulevard, Suite 850
Houston, Texas 77027
(713) 629-9172
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 2, 1998
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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.
* 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).
Page 1 of 6 Pages
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CUSIP NO. 902184 10 0 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON Richmond Partners, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS) (a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) - WC - BK -
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas, U.S.A.
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7 SOLE VOTING POWER 2,509,900*
NUMBER OF
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER 2,509,900*
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10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,509,900*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN
- --------------------------------------------------------------------------------
- ------------------------
* Includes 509,900 shares of Common Stock held directly by Louis A. Waters,
individually, and a Stock Purchase Warrant exercisable for 2,000,000 shares
of Common Stock held directly by Richmond Partners, Ltd.
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CUSIP NO. 902184 10 0 PAGE 3 OF 6 PAGES
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1 NAME OF REPORTING PERSON Louis A. Waters
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
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) - AF -
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 2,509,900*
NUMBER OF
SHARES
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER -0-
EACH
REPORTING
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER 2,509,900*
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,509,900*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
- --------------------------------------------------------------------------------
- -----------------------
* Includes 509,900 shares of Common Stock held directly by Louis A. Waters,
individually, and a Stock Purchase Warrant exercisable for 2,000,000 shares
of Common Stock held directly by Richmond Partners, Ltd.
<PAGE> 4
CUSIP NO. 902184 10 0 Page 4 of 6 Pages
The following statement of information ("Statement") is Amendment No. 1
to the Schedule 13D filed by Richmond Partners, Ltd. and Louis A. Waters on
September 22, 1997. This Statement is being filed by Richmond Partners, Ltd. and
Louis A. Waters pursuant to SEC Rule 13d-2(a) under the Securities Exchange Act
of 1934, as amended. This Statement is being filed as a result of a partial
liquidating distribution by Richmond Partners, Ltd. of 2,000,000 shares of the
Common Stock of Tyler Corporation. Such partial liquidating distribution was
made to the various partners of Richmond Partners, Ltd., of which Mr. Waters is
one. As previously reported, Richmond Partners, Ltd. continues to beneficially
own a Stock Purchase Warrant immediately exercisable for 2,000,000 shares of the
Common Stock of Tyler Corporation at an exercise price of $2.50 (the "Stock
Purchase Warrant"). Mr. Waters is filing this Statement jointly with Richmond
Partners, Ltd. because he is its sole General Partner.
ITEM 1. SECURITY AND ISSUER.
The class of securities to which this Statement relates is the common
stock, par value $.01 per share (the "Common Stock"), of Tyler Corporation, a
Delaware corporation ("Tyler"), whose principal business address is 2121 San
Jacinto Street, Suite 3200, Dallas, Texas 75201.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is filed by Richmond Partners, Ltd., a Texas limited
partnership ("Richmond Partners"), and Louis A. Waters. Mr. Waters' business
address is 520 Post Oak Boulevard, Suite 850, Houston, Texas 77027. Mr. Waters'
principal occupation is managing his investments. Mr. Waters is a director of
Tyler.
Mr. Waters also serves as the sole General Partner of Richmond
Partners, whose principal business purpose is to acquire properties and
securities for investment purposes. Richmond Partners directly holds the Stock
Purchase Warrant and Mr. Waters directly holds 509,900 shares of Common Stock.
The principal business address of Richmond Partners is 520 Post Oak Boulevard,
Suite 850, Houston, Texas 77027.
Neither Mr. Waters nor Richmond Partners has ever been convicted in a
criminal proceeding. During the last five years, neither Mr. Waters nor Richmond
Partners has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding been 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. Mr. Waters is a
citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds or other consideration by which Richmond Partners acquired
the Common Stock were previously described in Richmond Partner's initial
Schedule 13D. With regard to the 509,900 shares of Common Stock that Richmond
Partners distributed to Mr. Waters, Mr. Waters obtained financing to satisfy the
acquisition indebtedness described in the initial schedule 13D from an unrelated
commercial lender in the ordinary course of business. With regard to the other
1,490,100 shares of Common Stock not distributed to Mr. Waters, Richmond
Partners distributed such shares to the other partners after such partners had
made sufficient additional capital contributions to satisfy the acquisition
indebtedness described in Richmond Partners' initial Schedule 13D, and otherwise
in accordance with the partnership agreement. No funds or other consideration
were otherwise obtained for the purpose of acquiring, holding, trading or voting
the securities, and neither Richmond Partners
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CUSIP NO. 902184 10 0 Page 5 of 6 Pages
nor Mr. Waters, except for the transactions described herein, have made any
prior acquisitions or dispositions of the Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the disposition by Richmond Partners of 2,000,000 shares
of the Common Stock was to make a partial liquidating distribution to the
various partners of Richmond Partners. Pursuant to such partial liquidating
distribution, Mr. Waters received 509,900 shares of Common Stock. Other partners
in Richmond Partners received the remaining 1,490,100 shares of Common Stock.
Richmond Partners continues to hold the Stock Purchase Warrant for investment
purposes.
The number of shares of Common Stock beneficially owned by Richmond
Partners does not constitute a majority of the outstanding shares of Common
Stock and is insufficient to permit it to exercise control over Tyler. In
addition, Mr. Waters' position as a director of Tyler is insufficient to permit
him to exercise control over Tyler.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number of shares of Common Stock outstanding is
35,534,274 shares, as of July 6, 1998. Richmond Partners is the beneficial owner
of 2,509,900 shares of Common Stock, which is comprised of (i) 509,900 shares of
Common Stock held directly by Mr. Waters and (ii) a Stock Purchase Warrant
exercisable for 2,000,000 shares of Common Stock. Such shares and such Stock
Purchase Warrant were acquired by Mr. Waters and Richmond Partners,
respectively, in the transactions described in Item 3 above. Mr. Waters is the
sole General Partner of Richmond Partners, and as such, is also the beneficial
owner of such shares of Common Stock and such Stock Purchase Warrant, which
together represent 7% of the total number of shares of Common Stock issued and
outstanding.
(b) Mr. Waters, both individually and in his capacity as the sole
General Partner of Richmond Partners, retains the sole voting and investment
power with respect to all of the Common Stock described in Item 5(a), above.
However, Mr. Waters' pecuniary interest in the Common Stock that is the subject
of the Stock Purchase Warrant is less than all of Richmond Partners' holdings of
the Stock Purchase Warrant.
(c) All the securities described in Item 5(a) above were initially
acquired in the transactions described in the original Schedule 13D to which
this Statement relates. On June 2, 1998, Mr. Waters acquired direct ownership of
509,900 shares of Common Stock pursuant to the partial liquidating distribution
from Richmond Partners described in Item 4 of this Statement. On such date,
Richmond Partners also distributed to the other partners 1,490,100 shares
of Common Stock in connection with such partial liquidating distribution.
(d) Other than the stock pledge described in Item 6, no other person is
known to have the right to receive, or the power to direct the receipt of,
dividends from or the proceeds from the sale of, the securities described herein
as being beneficially owned by Richmond Partners and Mr. Waters.
(e) Not applicable.
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CUSIP NO. 902184 10 0 Page 6 of 6 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As described in Item 2, above, Mr. Waters is the sole General Partner
of Richmond Partners and, as such, he has the sole voting and investment power
with respect to the securities to which this Statement relates. Subject to the
following sentence, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Waters or Richmond Partners and
any other person with respect to any securities of Tyler, including but not
limited to transfer or voting of any of the securities, finders' fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
division of profits or loss, whether giving or withholding of proxies. A total
of 300,000 shares of the Common Stock held by Mr. Waters is pledged to a
commercial bank to secure indebtedness of Mr. Waters; none of the securities
that are the subject of this Statement is otherwise subject to a contingency,
the occurrence of which would give another person voting power or investment
power over such securities.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The instruments filed as exhibits to the original Schedule 13D to which
this Statement relates are hereby incorporated by reference herein. The
following instrument is filed as an exhibit to this Statement:
Exhibit "A" - Agreement in Writing in Accordance with SEC Rule
13d-1(f)(1)(iii).
ITEM 8. SIGNATURE.
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this Statement is true, complete
and correct.
Dated: July 8, 1998
RICHMOND PARTNERS, LTD.
By: /s/ Louis A. Waters
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Louis A. Waters, General Partner
/s/ Louis A. Waters
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Louis A. Waters, Individually
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EXHIBIT "A"
Agreement in Writing in Accordance with SEC Rule 13d-1(f)(1)(iii)
The undersigned hereby agree:
1. that each of them is responsible for the timely filing of Form 13D/A
and any amendments thereto with regard to Tyler Corporation, and for
the completeness and accuracy of the information concerning each of
them that is contained therein; and,
2. such Form 13D/A identifies each of the undersigned, contains the
required information with regard to each of the undersigned, and is
filed on behalf of each of the undersigned.
Dated: July 8, 1998.
RICHMOND PARTNERS, LTD.
By: /s/ Louis A. Waters
-------------------------------------
Louis A. Waters, General Partner
/s/ Louis A. Waters
----------------------------------------
Louis A. Waters, Individually
