SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20529
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Tysons Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
(CUSIP Number) 902499 10 2
John H. Grover
c/o Research Industries Incorporated
123 North Pitt Street, Suite 201
Alexandria, Virginia 22314
703/548-3667
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 11, 1998
(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 [X]. (A fee is not required only if the filing 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 should 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 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).
(Continued on the following page(s) )
Page 1 of 6 pages
CUSIP No. 902499 10 13D Page 2 of 6 Pages
2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Research Industries Incorporated
IRS Number 54-0836818
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF INCORPORATION Virginia
NUMBER OF 7. SOLE VOTING POWER
SHARES 69,600 (See Items 2 and 5)
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY N/A
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 69,600 (See Items 2 and 5)
PERSON 10. SHARED DISPOSITIVE POWER
WITH N/A
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,600 (See Items 2 and 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.50% (See Items 2 and 5)
14. TYPE OF REPORTING PERSON* CO, IV (Private investment
company, not registered under the Investment Company Act of
1940)
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 902499 10 13D Page 3 of 6 Pages
2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arch C. Scurlock, S.S. Number ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not applicable (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF INCORPORATION United States
NUMBER OF 7. SOLE VOTING POWER
SHARES 0 (See Items 2 and 5)
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 69,600 (See Items 2 and 5)
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0 (See Items 2 and 5)
PERSON 10. SHARED DISPOSITIVE POWER
WITH 69,600 (See Items 2 and 5)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,600 (See Items 2 and 5)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.50% (See Items 2 and 5)
14. TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 902499 10 13D Page 4 of 6 Pages
2
Item 1. Security and Issuer
The class of equity securities to which this statement
relates is the Common Stock of Tysons Financial Corporation. The
issuer's principal executive offices are located at 8200
Greensboro Drive, McLean, Virginia 22102.
Item 2. Identity and Background
(a-c) This Statement is being filed by Research
Industries Incorporated ("RII"), a Virginia corporation, whose
principal and executive offices are located at 123 North Pitt
Street, Alexandria, Virginia 22314. RII is a private investment
company not registered under the Investment Company Act of 1940.
This Statement is also being filed by Arch C. Scurlock, who is
the 94-percent shareholder of RII, in which capacity he exercises
voting control and dispositive power over the securities reported
herein by RII. Mr. Scurlock, therefore, may be deemed to have
indirect beneficial ownership over such securities.
The name, residence or business address, and the principal
occupation or employment and the name, principal business and
address of any corporation or other organization in which such
employment is conducted, of each executive officer and director
and each controlling person, if any, of RII is set forth in
Exhibit A hereto.
(d-e) During the last five years, neither RII nor, to
the best of RII's knowledge, any person listed in Exhibit A
attached hereto (i) has been convicted of a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii)
has been 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.
(f) To the best of RII's knowledge, each of the individuals
listed on Exhibit A attached hereto is a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration
The $966,662.50 total purchase price paid (including
brokerage commissions) for the 69,600 shares of Tysons Financial
Corporation reported herein came from borrrowings from a margin
account and from RII working capital. A total of $488,787.50 was
borrowed from a Scott & Stringfellow.Inc. account and $477,875
came from RII working capital.
CUSIP No. 902499 10 13D Page 5 of 6 Pages
2
Item 4. Purpose of Transaction
The securities covered by this Statement were acquired
for the purpose of investment. RII reserves the right to
exercise any and all of its respective rights as a stockholder of
the Issuer in a manner consistent with its equity interests.
Except as set forth above, neither Arch C. Scurlock, RII, nor, to
the best of RII's knowledge, any executive officer or director of
RII, has any present plans or intentions which would result in or
relate to any of the transactions described in subparagraphs (c)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a-b) Arch C. Scurlock owns 94 percent of the issued and
outstanding shares of RII and as a result, he is deemed to be the
indirect beneficial owner of the Issuer's stock owned by RII. As
a result, RII and Arch C. Scurlock may each be considered to have
the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 69,600 shares of the Issuer owned by
RII. The shares represent approximately 6.50 percent of the
outstanding shares of Issuer's Common Stock.
(c) Exhibit B sets forth all transactions in the shares of
the Common Stock within the past sixty days.
(d) No other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds of, 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
Except as set forth above, neither RII nor, to the best
of RII's knowledge, any of the persons named in Exhibit A hereto,
has any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any
securities of the Issuer, including, but not limited to, transfer
or voting of any securities, finders' fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of
proxies.
CUSIP No. 902499 10 13D Page 6 of 6 Pages
2
Item 7. Material To Be Filed As Exhibits
Exhibit A Executive Officers and Directors of RII
Exhibit B Summary of Transactions
Exhibit C Joint Filing Agreement
Signatures
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.
Date: February 18, 1998
RESEARCH INDUSTRIES INCORPORATED
By: ______________________________
John H. Grover
Executive Vice President
ARCH C. SCURLOCK
_______________________________
EXHIBIT A
EXECUTIVE OFFICERS AND DIRECTORS
OF RESEARCH INDUSTRIES INCORPORATED
Name/Citizenship Principal Occupation Business Address
Arch C. Scurlock President, Director 123 North Pitt
Street
US Alexandria, VA
22314
John H. Grover Executive Vice 123 North Pitt
US President/ Street
Treasurer, Director Alexandria, VA
22314
Arch C. Scurlock, Vice President, 123 North Pitt
Jr. Director Street
US Alexandria, VA
22314
Henry S. FitzGerald Secretary, Director 2200 Wilson
US Attorney-at-Law Boulevard
Arlington, VA 22201
Ernest L. Ruffner Director 209 North Patrick
US Attorney-at-Law Street
Alexandria, VA
22314
Mary Scurlock Director 921 SW Morrison,
Adamson Attorney-at-Law Suite 531
US Portland, OR 97205
EXHIBIT B
SUMMARY OF TRANSACTIONS
Stock Purchases Within the Last Sixty Days:
DATE SHARES PURCHASED PRICE PER SHARE
01/05/98 4,500 14.0000
01/12/98 600 14.1250
01/15/98 1,500 14.1250
01/29/98 6,000 14.1250
02/11/98 17,000 14.1875
TOTAL 29,600
EXHIBIT C
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with each other of the attached statement on
Schedule 13D and to all amendments to such statement and that
such statement and all amendments to such statements is made on
behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this
agreement on February 18, 1998.
RESEARCH INDUSTRIES INCORPORATED
By:_____________________________
John H. Grover
Executive Vice President
ARCH C. SCURLOCK
___________________________________
