<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
TYLER CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
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<PAGE> 2
LOGO
LOGO
March 17, 1997
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
Tyler Corporation to be held on Monday, April 28, 1997, at Texas Commerce Tower,
2200 Ross Avenue, 40th Floor, Dallas, Texas, commencing at 10:00 a.m. At this
meeting you will be asked to elect five directors for the ensuing year and to
consider and vote upon a proposal to amend the Tyler Corporation Stock Option
Plan.
It is important that your shares be represented at the meeting whether or
not you are personally in attendance, and I urge you to sign, date, and return
the enclosed proxy at your earliest convenience.
Yours very truly,
LOGO
C. A. RUNDELL, JR.,
Chairman of the Board
<PAGE> 3
TYLER CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 1997
To the Stockholders of
TYLER CORPORATION:
Tyler Corporation will hold its annual meeting of stockholders at Texas
Commerce Tower, 2200 Ross Avenue, 40th Floor, Dallas, Texas, on Monday, April
28, 1997, at 10:00 a.m., Dallas time, for the following purposes:
(a) to elect five directors to serve until the next annual meeting of
stockholders or until their successors are elected and qualified;
(b) to consider and vote upon a proposal to amend the Tyler
Corporation Stock Option Plan; and
(c) to transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on February 27, 1997,
are entitled to notice of, and to vote at, the meeting or any adjournment
thereof. A list of stockholders entitled to vote at the meeting will be
available for examination at the offices of Tyler Corporation, 2121 San Jacinto
Street, Suite 3200, Dallas, Texas, for ten days before the meeting.
PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE. No postage is required if the proxy card is mailed in the
United States. Prompt response by our stockholders will reduce the time and
expense of solicitation.
By Order of the Board of Directors,
LOGO
PATRICIA K. STEWART
Secretary
Dallas, Texas
March 17, 1997
<PAGE> 4
TYLER CORPORATION
2121 SAN JACINTO STREET
SUITE 3200
DALLAS, TEXAS 75201
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 1997
Tyler Corporation, a Delaware corporation (the "Company"), furnishes this
Proxy Statement to its stockholders in connection with the solicitation on
behalf of the Board of Directors of the Company of proxies to be used at the
annual meeting of stockholders of the Company to be held April 28, 1997. Proxies
in the form enclosed will be voted at the meeting if properly executed, returned
to the Company before the meeting, and not revoked. You may revoke the proxy at
any time before it is exercised. The approximate date on which this Proxy
Statement and the enclosed proxy card will first be sent to stockholders is
March 17, 1997.
The enclosed 1996 Annual Report of the Company does not form any part of
the proxy solicitation material.
OUTSTANDING CAPITAL STOCK
The record date for stockholders entitled to notice of, and to vote at, the
annual meeting of stockholders is the close of business on February 27, 1997. At
the close of business on that date, the Company had issued and outstanding and
entitled to vote at the meeting 19,882,921 shares of Common Stock, $.01 par
value.
As of February 27, 1997, the following entities were known by the Company
to own beneficially more than 5% of the Common Stock of the Company.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS BENEFICIALLY NATURE OF PERCENT
OF BENEFICIAL OWNER OWNED(1) BENEFICIAL OWNERSHIP OF CLASS
- ----------------------------------- ---------------- --------------------- --------
<S> <C> <C> <C>
Gabelli Funds, Inc. 2,438,260(2) Sole voting and 12.5
One Corporate Center investment power
Rye, New York 10580 41,200(2) Sole investment power
First Manhattan Company 352,800 Sole voting and 6.3
437 Madison Avenue investment power
New York, New York 10022 890,998 Shared voting and
investment power
16,200
Shared investment
power
Dimensional Funds Advisors, Inc. 776,800 Sole voting and 5.5
1299 Ocean Avenue investment power
Santa Monica, CA 90401 317,100 Shared voting and
sole investment
power
</TABLE>
- ---------------
(1) Each share of Common Stock is accompanied by one Preferred Stock Purchase
Right.
(2) Share amounts and percentages of class are as of February 14, 1996. Shares
are held by Gabelli Funds, Inc. and its affiliates, GAMCO Investors, Inc.,
Gabelli Performance Partnership L.P., Gabelli International Limited and
Gabelli International II Limited. Also, Mr. Mario J. Gabelli is deemed to
have beneficial ownership of these shares.
<PAGE> 5
ACTION TO BE TAKEN AT THE MEETING
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of the Common Stock is necessary to constitute a quorum at
the annual meeting of stockholders. Abstentions shall be treated as shares of
the Common Stock that are present and entitled to vote for purposes of
determining the presence of a quorum. In deciding all questions, a holder of
Common Stock is entitled to one vote, in person or by proxy, for each share held
in his name on the record date.
The accompanying proxy, unless the stockholder otherwise specifies therein,
will be voted (i) for the election as directors of the Company of the five
persons designated under the caption "Directors and Executive Officers-Nominees
for Director," (ii) for the amendment to the Tyler Corporation Stock Option Plan
(the "Stock Option Plan") and (iii) at the discretion of the proxy holders on
any other matter that may properly come before the meeting or any adjournment
thereof.
To be elected a director, each nominee must receive a plurality of all the
votes cast at the meeting for the election of directors. Any abstentions or
broker non-votes will have no effect on the election of directors. Should any
nominee become unable or unwilling to accept nomination or election, the proxy
holders may vote for the election in his stead of any other person the Board of
Directors may recommend. Each nominee has expressed to the Board his intention
to serve the entire term for which his election is sought.
A favorable vote of the holders of a majority of the shares of Common Stock
present in person or represented by proxy and entitled to vote at the meeting is
required for approval and adoption of the amendment to the Stock Option Plan.
Abstentions will have the same effect as a vote against the adoption of the
amendment to the Stock Option Plan, while broker non-votes will have no effect
on the vote on the amendment to the Stock Option Plan.
Where stockholders have appropriately specified how their proxies are to be
voted, the proxies will be voted accordingly. If any other matter or business is
brought before the meeting, the proxy holders may vote the proxies at their
discretion. The Board of Directors does not know of any such other matter or
business.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the beneficial ownership of the Company's
Common Stock as of February 27, 1997, by each director and named executive
officer and the directors and executive officers of the Company as a group:
<TABLE>
<CAPTION>
SHARES OF COMPANY NATURE OF PERCENT
NAME COMMON STOCK(1) BENEFICIAL OWNERSHIP OF CLASS
- -------------------------- ----------------- -------------------------------- --------
<S> <C> <C> <C>
Ernest H. Lorch 2,000 Sole voting and investment power *
Richard W. Margerison 245,630 Sole voting and investment power 1.2
Joseph F. McKinney(2) 698,251 Sole voting and investment power 3.5
Frederick R. Meyer 217,349 Sole voting and investment power 1.1
C. A. Rundell, Jr. 176,985 Sole voting and investment power *
James E. Russell 237,543 Sole voting and investment power 1.2
Stanley D. Bellowe 1,500 Sole voting and investment power *
E. Peter Raisbeck 1,600 Sole voting and investment power *
All directors of the
Company and executive
officers as a group (12
persons) 1,622,809 Sole voting and investment power 8.2
</TABLE>
- ---------------
* Less than 1% of the outstanding Common Stock
(1) Each share of Common Stock is accompanied by one Preferred Stock Purchase
Right.
(2) Joseph F. McKinney served as Chairman of the Board and Chief Executive
Officer of the Company until his retirement on October 7, 1996.
The number of shares of Common Stock beneficially owned by some officers
and directors of the Company includes certain shares they have the right to
acquire pursuant to options granted under the Company's Stock Option Plan.
Shares subject to options exercisable within 60 days after February 27, 1997,
are held by the following persons and group: C.A. Rundell, Jr. -- 94,116;
Richard W. Margerison -- 57,464; and all officers and directors as a
group -- 164,913.
2
<PAGE> 6
DIRECTORS AND EXECUTIVE OFFICERS
A brief description of each nominee for director and of each executive
officer of the Company is provided below. Directors hold office until the next
annual meeting of stockholders or until their successors are elected and
qualified. Executive officers are elected by the Board of Directors at its
annual meeting and hold office until its next annual meeting.
NOMINEES FOR DIRECTOR
Ernest H. Lorch. Mr. Lorch, age 64, is counsel to the law firm of Whitman,
Breed, Abbott & Morgan, a position he has held since December 1992. He retired
as Chairman of the Board and Chief Executive Officer of Dyson-Kissner-Moran
Corporation ("DKM"), a private investment company, in December 1992, a position
he held since January 1990. Mr. Lorch was President and Chief Operating Officer
of DKM from June 1984 to January 1990. He is also Chairman of the Board of
Varlen Corporation and a director of Dorsey Trailers, Inc. Mr. Lorch was elected
to the Board of Directors of the Company in October 1993, and is a member of the
Compensation Audit Committee and the Audit Committee of the Board of Directors.
Richard W. Margerison. Mr. Margerison, age 48, has been President and Chief
Operating Officer of the Company since May 1994, and was Executive Vice
President from January 1989 to April 1994. He was also Interim Chief Executive
Officer of Forest City Auto Parts from December 1996 through January 1997. He
was Interim Chief Executive Officer of Tyler Pipe Industries, Inc. ("Tyler
Pipe"), formerly an operating subsidiary of the Company, from January 1992 to
September 1992. Mr. Margerison was Senior Vice President of the Company from
February 1988 through January 1989 and Vice President of the Company from April
1985 through January 1988. He has been a director of the Company since May 1990
and is a member of the Executive Committee of the Board of Directors.
Frederick R. Meyer. Since July 1985, Mr. Meyer has been Chairman of the
Board of Aladdin Industries, Inc., a diversified company principally engaged in
the manufacture of children's lunch kits, thermosware, insulated food delivery
systems and related products. He has also been President and Chief Executive
Officer of Aladdin Industries, Inc. from October 1995 to present and from May
1987 to September 1994. He was President of Tyler Corporation from August 1983
through December 1986. Mr. Meyer, age 69, has been a director of the Company
since 1967 and is a member of the Compensation Audit Committee and Executive
Committee of the Board of Directors. He is also a director of Arvin Industries,
Inc., Palm Harbor Homes, Inc., and Southwest Securities Group, Inc.
C. A. Rundell, Jr. Mr. Rundell has been Chairman of the Board and Interim
Chief Executive Officer of the Company since October 1996. Mr. Rundell is also
President of Rundell Enterprises, a venture capital and investments company,
since June 1988 and Chairman of the Board of NCI Building Systems, Inc. since
April 1989. He was Chairman of the Board and Chief Executive Officer of Cronus
Industries, Inc. ("Cronus") from April 1987 to June 1988. He was President and
Chief Executive Officer of Cronus from April 1977 to April 1987. Mr. Rundell,
age 65, has been a director of the Company since 1966 and is a member of the
Compensation Audit Committee and Executive Committee of the Board of Directors.
He is also a director of Interra Financial, Inc. and Tandy Brands Accessories,
Inc.
James E. Russell. Mr. Russell, age 61, was affiliated with the Company for
28 years. He served as Vice President of the Company from January 1992 to August
1995 and was Chairman of the Board of Tyler Pipe until his retirement in August
1995. Mr. Russell has been a director of the Company since May 1990 and is a
member of the Executive Committee of the Board of Directors. He was President
and Chief Executive Officer of Tyler Pipe from December 1988 to December 1991
and was President and Chief Operating Officer of Tyler Pipe from February 1988
to December 1988.
3
<PAGE> 7
OTHER EXECUTIVE OFFICERS
Stanley D. Bellowe. Mr. Bellowe, age 65, has been Co-Chairman of the Board
of Forest City Auto Parts Company ("Forest City"), a subsidiary of the Company,
since December 1996. Prior to that he was a Co-Chief Executive Officer of Forest
City since 1967. Mr. Bellowe is the brother of Arnold Bellowe, who is the other
Co-Chairman of the Board of Forest City. The Company acquired Forest City on
February 20, 1991.
Arnold E. Bellowe. Mr. Bellowe, age 60, has been Co-Chairman of the Board
of Forest City since December 1996. Prior to that he was a Co-Chief Executive
Officer of Forest City since 1967. Mr. Bellowe is the brother of Stanley
Bellowe, who is the other Co-Chairman of the Board of Forest City.
E. Peter Raisbeck. Mr. Raisbeck, age 57, has been Chairman and Chief
Executive Officer of Institutional Financing Services, Inc. ("IFS"), a
subsidiary of the Company, since February 1997. He was President and Chief
Executive Officer from November 1989 through January 1997. He served as
President and Chief Operating Officer of IFS from March 1987 to November 1989.
The Company acquired IFS on January 7, 1994.
Harold W. Parkison. Mr. Parkison, age 48, has been President and Chief
Executive Officer of Forest City since February 1997. Mr. Parkison had
previously been Vice President-International Store Development at Federal-Mogul
Corp. since March 1995. Prior to March 1995, he was Vice President-Merchandise
Manager at Auto Express from 1993. From 1991 to 1993, he held the position of
Vice President-Automotive for Kmart Corporation. Between 1971 and 1991, he held
various management positions at Goodyear Tire and Rubber Company.
James M. Cascino. Mr. Cascino, age 45, has been President and Chief
Operating Officer of IFS since February 1997. He joined IFS in 1987 as Senior
Vice President-Sales, and from 1988 to January 1997 he served as Senior Vice
President-Sales and Marketing.
Linda K. Hill. Ms. Hill, age 42, has been Treasurer of the Company since
March 1995 and has been Vice President and Controller of the Company since
January 1990. She was also Interim Chief Financial Officer at IFS from August
1994 to February 1995. Ms. Hill was Controller of the Company from March 1989
through December 1989 and Assistant Controller of the Company from April 1986
through February 1989.
4
<PAGE> 8
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation paid or accrued for
services rendered to the Company and its subsidiaries for the last three fiscal
years by the Chief Executive Officer and the five highest-paid executive
officers of the Company:
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
-----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------------- ----------------------- ---------
SECURITIES LONG-
RESTRICTED UNDERLYING TERM ALL OTHER
NAME AND PRINCIPAL OTHER ANNUAL STOCK OPTIONS/ INCENTIVE COMPEN-
POSITION YEAR SALARY BONUS COMPENSATION AWARDS SARS PAYOUTS SATION(1)
- ------------------------ ---- -------- -------- ------------ ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Joseph F. McKinney -- 1996 $161,539(2) $46,154
Chairman of the Board 1995 350,000 28,963
and Chief Executive 1994 350,000 27,167
Officer of the Company
C. A. Rundell, Jr. -- 1996 0 100,000 0
Chairman of the Board
and Interim Chief
Executive Officer of
the Company(3)
Richard W. Margerison -- 1996 220,000 0
President and Chief 1995 220,000 26,427
Operating Officer of 1994 220,000 25,898
the Company
Arnold E. Bellowe -- 1996 93,333 1,800
Co-Chief Executive 1995 160,000 $84,375(4) 1,100
Officer of Forest City 1994 160,000 1,700
Stanley D. Bellowe -- 1996 93,333 1,800
Co-Chief Executive 1995 160,000 120,375(4) 1,100
Officer of Forest City 1994 160,000 1,700
E. Peter Raisbeck -- 1996 320,000 40,980
Chief Executive 1995 305,011 49,412
Officer
and President of IFS 1994 305,011 50,616
</TABLE>
- ---------------
(1) Other compensation in 1996 for Mr. McKinney represents payment for services
rendered as a consultant from October 7, 1996. Amounts allocated to the
Bellowes represent contributions to a profit-sharing plan on their behalf.
Mr. Raisbeck's 1996 other compensation includes $7,743, $12,000 and $21,237
contributed to a defined contribution profit-sharing plan, a defined
contribution pension plan and a supplemental executive retirement plan,
respectively, in 1996.
(2) Compensation paid for services rendered until his retirement in October
1996.
(3) Mr. Rundell has served as Interim Chief Executive Officer of the Company
since October 7, 1996. He has elected not to accept remuneration for his
services. The Company expects to hire a new Chief Executive Officer in early
1997.
(4) Amounts related to achievement of cumulative profit objectives achieved
since the acquisition of Forest City in February 1991 (See "Certain
Transactions.")
5
<PAGE> 9
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table shows stock option grants during 1996 to a named
executive officer:
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME GRANTED FISCAL YEAR PER SHARE DATE VALUE $
---- ------------ ------------ --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Joseph F. McKinney
C. A. Rundell, Jr. 100,000 44% $2.125 12/12/06 $1.30(1)
Richard W. Margerison
Arnold E. Bellowe
Stanley D. Bellowe
E. Peter Raisbeck
</TABLE>
- ---------------
(1) The fair value of the option grant was estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions: dividend yield of 0%; expected volatility of 37%; risk-free
interest rate of 6.5%; and expected life of 10 years.
OPTION/SAR EXERCISES DURING 1996 AND YEAR-END OPTION/SAR VALUES
The following table shows stock option exercises during 1996 by each of the
named executive officers and the value of unexercised options at December 31,
1996:
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
DECEMBER 31, 1996(1) DECEMBER 31, 1996(2)
SHARES ACQUIRED ------------------------- -------------------------
NAME ON EXERCISE VALUE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------- -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Joseph F. McKinney
C. A. Rundell, Jr. 47,058/52,942 (2)
Richard W. Margerison 57,464/0 $97,976
Arnold E. Bellowe
Stanley D. Bellowe
E. Peter Raisbeck
</TABLE>
- ---------------
(1) As of December 31, 1996, options to purchase an aggregate of 330,269 shares
of Common Stock of the Company were outstanding with a weighted-average
exercise price per share of $1.88 and expiring between February 1, 1997, and
December 12, 2006.
(2) Amount is based on a year-end market value of Tyler Corporation Common Stock
of $1.875 per share. C. A. Rundell, Jr.'s exercise price exceeded the
year-end market value.
PENSION PLAN
The Company's previous retirement plan provided that an eligible employee
received, upon normal retirement at age 65, an annual amount equal to 40% of the
average of his final five years' salary and bonus less 50% of his annual primary
Social Security benefit, proportionately reduced for less than 30 years of
credited service. The Internal Revenue Code imposes a limit on the amount of
compensation that can be considered under the plan. For the plan year ended
December 31, 1996, the limit was $150,000. Joseph F. McKinney and Richard W.
Margerison had 30 years and 15 years, respectively, of credited service under
this plan at June 30, 1996, at which time the plan was terminated. The
supplemental retirement plan provided a monthly supplement to the benefits under
the retirement plan of the Company for certain employees whose benefits were
limited by the Tax Equity and Fiscal Responsibility Act of 1982 and the Tax
Reform Act of 1986 (regardless of its effective dates) and who were selected by
the Board of Directors or a committee selected by the Board to participate in
the supplemental retirement plan.
6
<PAGE> 10
The Company's supplemental retirement plan was also terminated in 1996. The
following lump-sum settlements were paid from the retirement plan in December
1996 and from the supplemental plan in January 1997:
<TABLE>
<CAPTION>
RETIREMENT SUPPLEMENTAL
PLAN PLAN
---------- ------------
<S> <C> <C>
Joseph F. McKinney $821,233 $671,324
Richard W. Margerison 314,662 64,733
Frederick R. Meyer -- 30,868
James E. Russell -- 47,714
</TABLE>
COMPENSATION OF DIRECTORS
Each non-employee director receives an annual fee of $15,000, plus $1,000
for each Board meeting and $500 for each committee meeting he attends.
EMPLOYMENT, NONCOMPETITION AGREEMENTS AND AGREEMENTS WITH NAMED EXECUTIVE
OFFICERS
The Company has a consulting agreement with James E. Russell that began in
September 1995, part of which expires in August 1997 and the remainder of which
may be terminated upon 30 days' notice. The agreement provides the Company will
pay Mr. Russell $20,000 per year through August 1997 and an additional $4,167
monthly for his services to the Company.
The Company has a termination agreement with Richard W. Margerison where in
the event of his termination for any reason including his voluntary resignation
he will receive severance benefits of $220,000 and medical and other insurance
benefits for one year.
The Company has a consulting agreement with Joseph F. McKinney that began
October 7, 1996, and will continue through October 6, 1997. The agreement
provides the Company will pay Mr. McKinney $475,000 for consulting services. Mr.
McKinney will reimburse the Company for office space, secretarial services and
other services.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Members of the Compensation Audit Committee are Frederick R. Meyer, C. A.
Rundell, Jr. and Ernest H. Lorch. Mr. Meyer and Mr. Rundell were previously
officers of the Company, and Mr. Rundell is currently an officer of the Company.
REPORT OF THE COMPENSATION AUDIT COMMITTEE OF THE BOARD OF DIRECTORS ON
EXECUTIVE COMPENSATION
The Compensation Audit Committee, a committee of the Board of Directors,
has the responsibility for final approval for all compensation to officers and
directors of the Company including primarily the duty to ensure that
compensation paid to executive officers does not exceed reasonable amounts and
is based on objective standards. The Committee approves or disapproves the
recommendations of management regarding compensation according to the guidelines
set forth below.
Salaries, bonuses and other compensation of executive officers are
determined by reference to nationwide comparisons for the industries in which
the Company operates. The Executive Compensation Service (a division of Wyatt
Data Services) "Top Management Report" is used as a guideline. This survey is
segmented for both particular industries and sizes of companies within those
industries. The compensation information is then further divided into quartiles.
After establishing an appropriate total compensation range for each
executive officer, placement within that range is based on both company and
individual performance. Company performance is measured primarily by return on
net assets employed and secondarily by earnings growth. Individual performance
is measured by both qualitative and quantitative criteria in each job
description. Certain employees have employment agreements which define
compensation. Where these agreements were negotiated as part of an acquisition
agreement, compensation may not be consistent with market comparisons.
7
<PAGE> 11
The Company's personnel policy is to employ outstanding management in order
to obtain outstanding results. To attract and retain high-level individuals, the
Company may pay above-median compensation to its executive officers.
A substantial portion of each executive officer's potential total
compensation is in the form of bonuses and options which are awarded only when
indicated by superior accomplishment. The Company feels very strongly that
bonuses must be earned, and when results are not superior, no bonuses are paid.
The primary criterion for bonus payment is return on net assets. Net assets
are defined as average total assets less average accounts payable and accrued
liabilities of the operating companies on a historical cost basis, therefore
excluding write-up of assets, goodwill or other intangibles arising from
acquisitions by Tyler Corporation. Chief executive officers of subsidiary
companies are measured only on that subsidiary's results, and corporate officers
are measured on the overall returns of the operating companies. In order to get
maximum bonus, the applicable operation(s) must earn 30% or more return on net
assets. The minimum threshold for bonus is 20% return on net assets and solid
growth. Below that level, no bonuses are paid. If a new executive officer is
hired for a subsidiary operation which is not performing at the minimum level, a
lower standard may be set for the first few years. The lower standard allows the
new executive to earn bonuses provided that the subsidiary company is making
measurable progress toward a satisfactory return on net assets.
Occasionally, bonuses are paid when specific return targets are not met.
These cases are based on particular contributions to shareholder value or
company performance. Such bonus payments are not the rule and are generally
associated with increases in shareholder value which the Compensation Audit
Committee deems should be recognized with an out-of-the-ordinary bonus.
In eight of the past twelve years, no bonuses have been paid to corporate
officers as results have not warranted payment of such bonuses. As a result of
excellent performance and based on the purchase contract, Forest City officers
received bonuses for 1991, 1992 and 1993 and an additional bonus in 1996 for
cumulative operating profits achieved since 1991. Due to the fact that bonuses
are a large portion of each executive officer's potential compensation,
executives may have significant decreases in total compensation when results do
not meet bonus criteria.
CHIEF EXECUTIVE OFFICER COMPENSATION
C. A. Rundell, Jr., the Interim Chief Executive Officer of Tyler
Corporation, is serving in that post without salary. He was granted a ten-year
100,000-share option on December 13, 1996, at $2.125. This option is
approximately 95% vested at this time and will be completely vested on January
1, 1998. This option was granted in recognition of the time and effort Mr.
Rundell is expending as Chief Executive Officer. The Compensation Audit
Committee believes that the option aligns the interests of management with those
of the shareholder. Mr. Rundell did not participate in the Compensation Audit
Committee deliberations to grant him options.
The compensation for a permanent Chief Executive Officer expected to be
hired in 1997 will most likely consist of base salary, eligibility for annual
bonus, shares under option, and certain health and insurance benefits. It is
also expected that the individual hired will make a significant investment in
the shares of the Company's Common Stock. In determining the base salary for the
Chief Executive Officer, the Compensation Audit Committee will consider the
survey described above and other factors, such as the experience brought to the
position by the hired individual. A key performance measure the committee will
use in determining Chief Executive Officer compensation will be its assessment
of the individual's ability to enhance the long-term value of the Company.
The factors described above will be used in determining the Chief Executive
Officer's salary. As with all executive officers of Tyler Corporation, a large
portion of potential total compensation will be provided by bonuses which will
be paid based on the criteria described above.
This report is submitted by the Compensation Audit Committee:
Ernest H. Lorch
Frederick R. Meyer
C. A. Rundell, Jr.
8
<PAGE> 12
STOCK PERFORMANCE CHARTS
The following two charts compare the return on the Company's Common Stock
for the last five and ten years with the S&P 500 Index and the S&P Consumer
Cyclicals-500 Index. In prior years the Company has used the S&P Conglomerates
Index which was deleted from the S&P industry sector in 1996. The S&P Consumer
Cyclicals-500 Index was selected because of Tyler's philosophy of
diversification. The comparison assumes $100 was invested on December 31, 1991
and December 31, 1986 in the Company's Common Stock and in each of the foregoing
indices and assumes reinvestment of dividends and distributions.
FIVE-YEAR CHART
<TABLE>
<CAPTION>
CONSUMER
MEASUREMENT PERIOD CYCLICALS -
(FISCAL YEAR COVERED) TYLER S&P 500 500
<S> <C> <C> <C>
1991 100 100 100
1992 161 107.62 136.35
1993 183 118.46 156.02
1994 113 120.03 142.46
1995 96 165.13 176.30
1996 65 203.05 203.67
</TABLE>
TEN-YEAR CHART
<TABLE>
<CAPTION>
CONSUMER
MEASUREMENT PERIOD CYCLICALS -
(FISCAL YEAR COVERED) TYLER S&P 500 500
<S> <C> <C> <C>
1986 100.00 100.00 100.00
1987 88.00 105.25 99.49
1988 134.00 122.73 122.63
1989 348.00 161.62 141.87
1990 343.00 156.60 126.44
1991 341.00 204.31 188.76
1992 549.00 219.88 257.37
1993 623.00 242.04 294.50
1994 386.00 245.24 268.91
1995 326.00 337.39 332.78
1996 222.00 414.86 386.30
</TABLE>
9
<PAGE> 13
CERTAIN TRANSACTIONS
In 1991 Stanley Bellowe, Arnold Bellowe and Jill Bellowe, the wife of
Arnold Bellowe, all of whom were principal shareholders of Forest City, as well
as Gary Bellowe, the son of Stanley Bellowe, a small minority holder under a
previous trust agreement (the "Shareholders"), received an aggregate of
$24,400,000 in connection with the Company's acquisition of Forest City. In
connection with the acquisition, the Company paid $1,185,000 in the first
quarter of 1996 to the shareholders as the result of achieving certain
cumulative profit objectives, some of which was paid as bonuses. In addition the
Company has paid $660,000 in 1994 for 1993 performance, $660,000 in 1993 for
1992 performance and $660,000 in 1992 for 1991 performance for a total of
$3,165,000 since the acquisition. The portion of the payments representing
bonuses to Stanley and Arnold Bellowe is included in the Summary Compensation
Table. The Company also entered into noncompetition agreements with key
employees of Forest City.
Pursuant to the 1994 IFS acquisition agreement, E. Peter Raisbeck received
payment of $617,320. The Company also entered into employment and noncompetition
agreements with key employees of IFS, including Mr. Raisbeck.
The Company has a consulting agreement with James E. Russell that began in
September 1995, part of which expires in August 1997 and the remainder of which
may be terminated upon 30 days' notice. The agreement provides the Company will
pay Mr. Russell $20,000 per year through August 1997 and an additional $4,167
monthly for his services to the Company.
The Company has a termination agreement with Richard W. Margerison where in
the event of his termination for any reason including his voluntary resignation
he will receive severance benefits of $220,000 and medical and other insurance
benefits for one year.
The Company has a consulting agreement with Joseph F. McKinney that began
October 7, 1996, and will continue through October 6, 1997. The agreement
provides the Company will pay Mr. McKinney $475,000 for consulting services. Mr.
McKinney will reimburse the Company for office space, secretarial services and
other services.
PROPOSAL FOR APPROVAL OF AMENDMENT TO AND
RESTATEMENT OF STOCK OPTION PLAN
The proposed amendment to and restatement of The Tyler Corporation Stock
Option Plan (the "Stock Option Plan") are intended to enable the Company to
provide additional incentives to selected key employees of the Company and its
subsidiaries whose substantial contributions are important to the continued
growth and profitability of the Company's business. Stock options are designed
to strengthen the commitment of those key employees to the Company, its
subsidiaries and its stockholders, to motivate those key employees to perform
their assigned responsibilities diligently and skillfully, and to attract and
retain competent entrepreneurial-type management dedicated to the long-term
growth and profitability of the Company. The Company believes this can best be
accomplished by tying a portion of compensation to appreciation in the market
value of the Company's stock so that the management and key employees of the
Company and its subsidiaries are rewarded under the Stock Option Plan only if
the value of the stockholders' investment in the Company has appreciated.
PURPOSE OF THE PLAN
On March 13, 1990, the Company established the Stock Option Plan, pursuant
to which options may be granted to eligible employees for the purchase of a
maximum of 1,100,000 shares of Common Stock of the Company.
AMENDMENT SUBMITTED FOR APPROVAL
The Board of Directors is submitting for stockholder approval an amendment
to and restatement of the Stock Option Plan to (i) increase the maximum number
of shares of Common Stock of the Company that
10
<PAGE> 14
may be granted to eligible employees under the Stock Option Plan from 1,100,000
shares to 1,800,000 shares and (ii) extend the expiration date of the Stock
Option Plan from March 12, 2000 to February 6, 2007.
The approval of the amendment to the Stock Option Plan requires the
favorable vote of the holders of a majority of the shares of Common Stock
present in person or represented by proxy and entitled to vote at the meeting.
Management recommends voting in favor of the amendment to the Plan.
If the amendment to the Stock Option Plan is not approved by the
stockholders, the Company will maintain the Stock Option Plan without giving
effect to the amendment. Copies of the Stock Option Plan may be obtained from
the Company upon request.
DESCRIPTION OF THE PLAN, AS AMENDED
The Stock Option Plan is designed to permit the appropriate administering
committee to grant options to key employees of the Company or its subsidiaries
to purchase shares of Common Stock of the Company. The Stock Option Plan
requires that the purchase price under each option will not be less than 100% of
the fair market value of the Common Stock at the time of the grant of the
option. The fair market value per share is the reported closing price of the
Common Stock on the New York Stock Exchange on the date of the grant of the
option, or if no sale of Common Stock shall have been reported on such date of
grant, on the next preceding day or the last day prior to the date of grant when
the sale was reported. The option period may not be more than ten years from the
date the option is granted. Except with respect to options granted to officers
and directors, the Executive Committee of the Board of Directors of the Company
grants options to eligible employees, determines the purchase price and option
period at the time the option is granted, and administers and interprets the
Stock Option Plan. The Compensation Audit Committee of the Board of Directors
grants options and administers the Stock Option Plan with respect to officers
and directors of the Company. Options may be exercised in annual installments as
specified by the administering committee. All installments that become
exercisable are cumulative and may be exercised at any time after they become
exercisable until expiration of the option. The administering committee may
accelerate or terminate any or all outstanding options in the event the Company
sells all or substantially all of its assets or all or substantially all of the
outstanding Common Stock is sold or exchanged for or converted into securities
of another corporation or in the event of some other material corporate
restructuring.
The exercise price of options is paid in cash or by check at the time of
exercise. Shares of Common Stock deliverable upon exercise of the options may be
transferred from treasury or issued from authorized but unissued shares. The
Stock Option Plan provides that an option agreement may include a provision
granting stock appreciation rights ("SARs") to the optionee. If this provision
is in the option agreement, the administering committee may determine upon the
exercise of an option whether to issue the number of shares of Common Stock
called for by the option agreement after payment of the purchase price or to pay
cash, Common Stock or a combination of cash and Common Stock to the optionee
pursuant to the SAR's provision.
Payment in accordance with the SAR's provision would be in an amount equal
to the excess of the fair market value of the shares of Common Stock covered by
the option or portion thereof being exercised over the aggregate option price of
the shares. In addition, the Stock Option Plan provides that the administering
committee may offer to the holder of an option that does not contain a SAR's
provision the right to receive cash, Common Stock or a combination of cash and
Common Stock in the amount of such excess rather than the number of shares of
Common Stock called for by the option agreement.
Unless sooner terminated by action of the Board of Directors of the
Company, the Stock Option Plan will terminate on February 6, 2007, and no
options may thereafter be granted under the Stock Option Plan. The Stock Option
Plan may be amended, altered or discontinued by the Board of Directors without
the approval of the stockholders, except that the Board of Directors does not
have the power or authority without stockholder approval to change the employees
or class of employees who are eligible to receive options or the aggregate
number of shares that may be issued under options. The administering committees,
however, may make appropriate adjustments in the number of shares covered by the
Stock Option Plan and the outstanding options and, in the option prices, to
reflect any stock dividend, stock split, share combination or other
11
<PAGE> 15
recapitalization and, with respect to outstanding options and option prices, to
reflect any merger, consolidation, reorganization, liquidation or the like, of
or by the Company.
Options may be granted under the Stock Option Plan only to key employees of
the Company or its subsidiaries. Key employees are defined in the Stock Option
Plan to be those employees whose performance and responsibilities are determined
by the appropriate administering committee to be influential to the success of
the Company and its subsidiaries. Approximately 90 employees are eligible to
receive stock options under the Stock Option Plan. Directors who are not
employees of the Company or one of its subsidiaries are not eligible. Additional
options may be granted to persons to whom options have previously been granted.
There is no restriction in the Stock Option Plan on the maximum or minimum
number of shares of Common Stock covered by options that may be granted to any
person.
Both incentive stock options and nonqualified stock options may be granted
under the Stock Option Plan. Incentive stock options are options which meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), and nonqualified options are options which do not meet the
requirements of Section 422 of the Code. No incentive stock option, however, may
be granted under the Stock Option Plan to an employee who owns more than 10% of
the outstanding Common Stock unless the option price is at least 110% of the
fair market value of the Common Stock at the date of grant and the option is not
exercisable more than five years after it is granted. There is no limit on the
fair market value of incentive stock options that may be granted to an employee
in any calendar year, but no employee may be granted incentive stock options
that first become exercisable during a calendar year for the purchase of stock
with an aggregate fair market value (determined as of the date of grant of each
option) in excess of $100,000. An incentive stock option (or an installment
thereof) counts against the annual limitation only in the year it first becomes
exercisable.
The administering committee may provide for termination of options granted
under the Stock Option Plan in case of termination of employment, dishonesty or
any other reason the appropriate committee determines. If an option under the
Stock Option Plan expires or terminates before it has been exercised in full,
the shares of Common Stock allocable to the unexercised portion of that option
may be made the subject of future grants of options under the Stock Option Plan.
Upon termination of the employment of an optionee holding an option under the
Stock Option Plan, his option is exercisable for a period of 30 days after
termination, and thereafter his option terminates. Options may not be
transferred other than by will or the laws of descent and distribution and,
during the lifetime of the optionee, may be exercised only by him. If the
optionee dies before the termination of his right to exercise his option, the
legal representatives of his estate may exercise his option provided the option
is exercised prior to the date of expiration of the option period or one year
from the date of the optionee's death, whichever first occurs, and the option
may be exercised only as to those shares the optionee could have purchased under
the option on the date of death or other termination.
TAX STATUS OF OPTIONS
All stock options that qualify under the rules of Section 422 of the Code
will be entitled to "incentive stock option" treatment. To receive incentive
stock option treatment, an optionee must not dispose of the acquired stock
within two years after the option is granted or within one year after the
exercise. In addition, the individual must have been an employee of the Company
or one of its subsidiaries for the entire time from the date of granting of the
option until three months (one year if the employee is disabled) before the date
of the exercise. The requirement that the individual be an employee and the
two-year and one-year holding periods are waived in the case of death of the
employee. If all such requirements are met, no tax will be imposed upon exercise
of the incentive stock option, and any gain upon sale of the stock will be
entitled to capital-gain treatment. The employee's gain on exercise (the excess
of the fair market value at the time of exercise over the exercise price) of an
incentive stock option is a tax-preference item and, accordingly, is included in
the computation of alternative minimum taxable income.
If an employee does not meet the two-year and one-year holding requirement
(a "disqualifying disposition"), but does meet all other requirements, tax will
be imposed at the time of sale of the stock. In such event, the employee's gain
on exercise will be treated as ordinary income rather than capital gain, and the
Company will be entitled to a corresponding deduction at the time of sale. Any
remaining gain on sale will be
12
<PAGE> 16
short-term or long-term capital gain, depending on the holding period of the
stock. If the amount realized on the disqualifying distribution is less than the
value at the date of exercise, the amount includable in gross income, and the
amount deductible by the Company, will equal the excess of the amount realized
on the sale or exchange over the exercise price.
An optionee, upon exercise of a nonqualified stock option that does not
qualify as an incentive stock option, recognizes ordinary income in an amount
equal to the gain on exercise. If the optionee receives cash or stock upon the
exercise of an SAR, instead of paying the exercise price for the shares of
Common Stock called for by his option agreement, the amount of cash or value of
stock he receives is ordinary income to him. The exercise of a nonqualified
stock option or SAR entitles the Company to a tax deduction in the same amount
as is includable in the income of the optionee for the year in which the
exercise occurred. Any gain or loss realized by an optionee on subsequent
disposition of shares generally is a capital gain or loss and does not result in
any tax deduction to the Company. The optionee has no taxable income, and the
Company is not entitled to a deduction, at the time of the grant of an option.
The foregoing statements are based upon present federal income tax laws and
regulations and are subject to change if the tax laws and regulations, or
interpretations thereof, are changed.
OUTSTANDING OPTIONS
Options may be exercised in annual installments as specified by the
administering committee. All installments that become exercisable are cumulative
and may be exercised at any time after they become exercisable until expiration
of the option. The administering committee may grant either nonqualified stock
options or incentive stock options, as defined by the Internal Revenue Code.
The following table shows, as to certain executive officers and directors
of the Company and its subsidiaries and as to all executive officers as a group,
the following information with respect to stock options and SARs in tandem
therewith:
<TABLE>
<CAPTION>
ALL EXECUTIVE
OFFICERS AS A
COMMON STOCK C. A. RUNDELL, JR. GROUP
- ------------ ------------------ -------------
<S> <C> <C>
Granted --
January 1, 1995 to December 31,
1996............................... 100,000 175,000
Number of options with SAR's.......... 100,000 175,000
Weighted average price per share...... $ 2.125 $ 1.91
Exercised --
January 1, 1995 to December 31,
1996............................... -- 4,829
Market value of shares less exercise
price or cash received............. -- $ 9,658
</TABLE>
During the period from January 1, 1995, to December 31, 1996, employees of
the Company exercised options and SAR's with a net value (market value of shares
less exercise price or cash received) of $24,040. As of December 31, 1996,
options to purchase an aggregate of 330,269 shares of Common Stock of the
Company were outstanding, with a weighted average exercise price per share of
$1.88 and expiring between February 1, 1997, and December 12, 2006.
13
<PAGE> 17
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Company has an Executive Committee, Audit
Committee and Compensation Audit Committee to assist the Board in carrying out
its duties. The Executive Committee has authority, as delegated by the Board of
Directors, to act for the Board but may not commit the Company to an expenditure
in excess of $10,000,000 without Board approval. The Audit Committee's duties
include considering the independence of the independent auditors before the
Company engages them; reviewing with the independent auditors the fee, scope and
timing of the audit; reviewing the completed audit with the independent auditors
regarding any significant accounting adjustments, recommendations for improving
internal controls, appropriateness of accounting policies, appropriateness of
accounting and disclosure decisions with respect to significant unusual
transactions or material obligations and significant findings during the audit;
reviewing the Company's financial statements and related regulatory filings with
the independent auditors; and meeting periodically with the Company's management
to discuss internal accounting and financial controls. The Compensation Audit
Committee has final authority on all executive compensation and periodically
reviews compensation, employee benefit plans and other fringe benefits paid to
or provided for officers and directors of the Company. This committee approves
annual salaries and bonuses for Company officers to ensure that the recommended
salaries and bonuses are not unreasonable. The Company has no nominating
committee; the entire Board of Directors is responsible for selecting nominees
for election as directors.
During 1996 the Board of Directors of the Company met a total of six times.
The Executive Committee met three times, the Audit Committee met twice, and the
Compensation Audit Committee met once.
STOCKHOLDER PROPOSALS
Any proposals that stockholders of the Company desire to have presented at
the 1998 annual meeting of stockholders must be received by the Company at its
principal executive offices not later than November 12, 1997.
MISCELLANEOUS
Ernst & Young LLP acted as the Company's independent auditors for 1996. One
or more representatives of Ernst & Young LLP will attend the annual meeting,
will have an opportunity to make a statement and will respond to appropriate
questions from stockholders. The Audit Committee has not yet appointed the
independent auditors for 1997.
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. The Company will bear the expense of preparing,
printing and mailing the proxy solicitation material and the form of proxy. In
addition to use of the mail, proxies may be solicited by personal interview,
telephone and telegram by directors and regular officers and employees of the
Company. Arrangements may also be made with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of solicitation material
to the beneficial owners of stock held of record by such persons, and the
Company may reimburse them for reasonable out-of-pocket expenses incurred by
them in connection therewith.
By Order of the Board of Directors,
/s/ PATRICIA K. STEWART
PATRICIA K. STEWART,
Secretary
Dallas, Texas
March 17, 1997
14
<PAGE> 18
PROXY
TYLER CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby (1) acknowledges receipt of the Notice dated
March 17, 1997, of the annual meeting of stockholders of Tyler Corporation (the
"Company") to be held in the Texas Commerce Tower, 40th Floor, 2200 Ross
Avenue, Dallas, Texas, on Monday April 28, 1997, at 10:00 a.m., Dallas time,
and the proxy statement in connection therewith, and (2) appoints C.A. Rundell,
Jr. and Richard W. Margerison, and each of them, his proxies with full power of
substitution and revocation, for and in the name, place and stead of the
undersigned, to vote upon and act with respect to all of the shares of Common
Stock of the company standing in the name of the undersigned or with respect to
which the undersigned is entitled to vote and act at said meeting and at any
adjournment thereof, and the undersigned directs that his proxy be voted as
indicated on the reverse side hereof. If only one of the above proxies shall be
present in person or by substitute at such meeting ar at any adjournment
thereof, that proxy so present and voting , either in person or by substitute,
shall exercise all of the powers hereby given.
The undersigned hereby revokes any proxy or proxies heretofore given to
vote upon or act with respect to such stock and hereby ratifies and confirms
all that said proxies, their substitutes or any of them may lawfully do by
virtue hereof.
(Continued and to be signed on reverse side)
- --------------------------------------------------------------------------------
[X] Please mark votes as
in this example
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE MATTERS SPECIFICALLY REFERRED TO BELOW.
1. Election of Directors
Nominees: Lorch, Margerison, Meyer, Rundell, Russell
WITHHOLD AUTHORITY
FOR ALL FOR ALL
NOMINEES NOMINEES
[ ] [ ]
- ------------------------------------------------------
I WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S), MARK
X ABOVE AND WRITE NOMINEES NAME(S) IN SPACE PROVIDED.
2. Approval of Tyler Corporation Stock FOR AGAINST ABSTAIN
Option Plan, as amended and [ ] [ ] [ ]
restated as of February 7, 1997.
3. In the discretion of the proxies on any other matter that may properly
come before the meeting or any adjournment thereof.
MARK HERE FOR
ADDRESS CHANGE [ ]
AND NOTE AT LEFT
Please date this proxy and sign your name exactly as it appears hereon. Where
there is more then one owner, each should sign. When signing as an attorney,
administrator, executor, guardian or trustee, please add your title as such if
executed by a corporation, the proxy should be signed by a duly authorized
officer.
Please sign this proxy and return it promptly whether or not you expect to
attend the meeting. You may nevertheless vote in person if you do attend.
Signature Date
------------------------------------------------ ----------------
Signature Date
------------------------------------------------ ----------------
Tyler Corporation Proxy
Job-FINAL: 3/5/97
2 Proposals
