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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C., 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. )*
NICHOLS RESEARCH CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
653818 10 4
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(CUSIP Number)
THOMAS L. PATTERSON
NICHOLS RESEARCH CORPORATION
4040 MEMORIAL PARKWAY, S.
HUNTSVILLE, ALABAMA 35802
(205) 883-1170
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 31, 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 / /.
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).
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(CUSIP NO. 653818 10 4)
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1 NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY): Thomas L. Patterson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
a / /
b / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2 (d) or 2 (e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER 7 SOLE VOTING POWER
OF 808,424 shares (see Item 5)
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED NONE
BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 808,424 shares (see Item 5)
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
808,424 shares (see Item 5)
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12 CHECK BOX 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) 6.15% (see Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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Item 1. Security and Issuer.
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The class of equity securities to which this Schedule relates is the
common stock, par value $.01 per share (the "Common Stock"), of Nichols
Research Corporation, a Delaware corporation (the "Issuer"). The Issuer's
principal executive offices are located at 4040 South Memorial Parkway,
Huntsville, Alabama 35802-1326.
Item 2. Identity and Background.
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(a), (b), (c) and (f). The person filing this Schedule is Thomas L.
Patterson, an individual. Mr. Patterson's principal occupation is the
President of Nichols TXEN Corporation, a wholly-owned subsidiary of the Issuer.
Mr. Patterson's business address is c/o Nichols Research Corporation, 4040
Memorial Parkway, S., Huntsville, Alabama 35802. Mr. Patterson is a citizen
of the United States.
(d) and (e). At no time during the last five years was Mr. Patterson
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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.
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Pursuant to an Agreement of Merger by and among Nichols Research
Corporation, a Delaware corporation, TXEN, Inc., an Alabama corporation
("TXEN"), and the shareholders of TXEN dated as of August 27, 1997 (filed as
Exhibit 2.1 of the Issuer's Current Report on Form 8-K filed with the
Commission on September 11, 1997), on August 31, 1997 the Issuer acquired from
the shareholders of TXEN all of the shares of TXEN capital stock not previously
owned by the Issuer. As consideration for the acquisition of his shares of
TXEN capital stock, Mr. Patterson received 697,725 shares of the Issuer's
Common Stock and cash. Mr. Patterson already owned 110,699 shares of the
Issuer's Common Stock prior to the aforesaid merger and acquisition.
Item 4. Purpose of Transaction.
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Mr. Patterson acquired beneficial ownership of the Common Stock for the
purpose of investment.
Except as set forth herein, Mr. Patterson has no present plans or
proposals which relate to, or would result in: the acquisition by any person
of additional securities of the Issuer, or disposition of securities of the
Issuer; an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
a sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries; a change in the present board of directors or management of the
Issuer, including plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board; a material change in the
present capitalization or dividend policy of the Issuer; or any other material
change in the Issuer's business or corporate structure; a change in the
Issuer's certificate of incorporation or bylaws or other actions which might
impede the acquisition of control of the Issuer by any person; causing a class
of securities of the Issuer to be delisted from a national securities exchange
or cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; a class of equity securities of the
Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or any action similar to any
of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a) Upon consummation of the merger and acquisition, Mr. Patterson
became the direct owner of 808,424 shares of Common Stock, representing 6.15%
of the 13,137,657 issued and outstanding shares of Common Stock of the Issuer
as of August 31, 1997.
(b) Mr. Patterson has the sole power to vote and to dispose of the
808,424 shares of Common Stock.
(c) No other transactions of Common Stock have been effected by Mr.
Patterson following the aforesaid merger and acquisition or during the past 60
days.
(d) No person other than Mr. Patterson has the right to receive or the
power to direct the receipt of dividends or the proceeds from the sale of the
securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
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Not applicable.
Item 7. Materials To Be Filed as Exhibits.
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Not applicable.
SIGNATURE
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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.
Dated: February 9, 1998
Thomas L. Patterson
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Thomas L. Patterson
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