TYLER CORP /NEW/
SC 13G, 1998-03-02
STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS
Previous: EMERGING GERMANY FUND INC, N-30D, 1998-03-02
Next: TYLER CORP /NEW/, SC 13D, 1998-03-02



<PAGE>   1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                            (Amendment No. __    )*
                            ----------------------

                               TYLER CORPORATION                            
            -------------------------------------------------------
                                (Name of Issuer)

                         Common Stock, $0.01 par value                      
            -------------------------------------------------------
                         (Title of Class of Securities)

                                   902184100                  
                            ----------------------
                                 (CUSIP Number)


                               February 19, 1998                   
                            ----------------------
            (Date of Event which Requires Filing of this Statement)

<TABLE>
<S>                                                                                          <C>
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:    [ ] Rule 13d-1(b)
                                                                                             [X] Rule 13d-1(c)
                                                                                             [ ] Rule 13d-1(d)
</TABLE>

* 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>   2
                                 SCHEDULE 13G

<TABLE>
<S>                                                                                                     <C>
- ----------------------------                                                                  ---------------------------
CUSIP NO. 902184100                                                                                     PAGE 2 OF 6 PAGES
- ----------------------------                                                                  ---------------------------

- ------------------------------------------------------------------------------
1   NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

    William Hunter Oates                                                      
- ------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                           (a) [ ]
                                                                                                                  (b) [ ]
- ------------------------------------------------------------------------------                                         
3   SEC USE ONLY

- ------------------------------------------------------------------------------
4   CITIZENSHIP OR PLACE OF ORGANIZATION
    United States                                                             
- ------------------------------------------------------------------------------
                          5   SOLE VOTING POWER
     NUMBER OF                0
       SHARES             ----------------------------------------------
   BENEFICIALLY  6        SHARED VOTING POWER
     OWNED BY                 0
        EACH              ----------------------------------------------
     REPORTING            7   SOLE DISPOSITIVE POWER
       PERSON                 2,000,000
        WITH              ----------------------------------------------
                          8   SHARED DISPOSITIVE POWER
                              0                                               
- ------------------------------------------------------------------------------
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
    2,000,000                                                                  
 ------------------------------------------------------------------------------
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     [ ]
    (See Instructions)                                                        
- ------------------------------------------------------------------------------
11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
    5.6%                                                                      
- ------------------------------------------------------------------------------
12  TYPE OF REPORTING PERSON (See Instructions)
    IN                                                                        
- ------------------------------------------------------------------------------
</TABLE>
<PAGE>   3
                                  SCHEDULE 13G

CUSIP NO. 902184100                                          Page 3 of 6 Pages

Item 1.

             Item 1(a)      Name of Issuer:
                            Tyler Corporation, a Delaware corporation (the
                            "Company")

             Item 1(b)      Address of Issuer's Principal Executive Offices:
                            2121 San Jacinto Street, Dallas, Texas 75201

Item 2.

             Item 2(a)      Name of Person Filing:
                            William Hunter Oates ("Hunter Oates")

             Item 2(b)      Address or principal business office or, if none,
                            residence:
                            4444 Potomac, Dallas, Texas 75205

             Item 2(c)      Citizenship:
                            United States citizen

             Item 2(d)      Title of class of securities:
                            Common Stock, $0.01 par value

             Item 2(e)      CUSIP No.:
                            902184100

Item 3.      If this statement is filed pursuant to Rule 13d-1(b) or Rule
             13d-2(b) or (c), check whether the person filing is a:

             (a)  [ ]       Broker or dealer registered under section 15 of the
                            Act (15 U.S.C. 78o).

             (b)  [ ]       Bank as defined in section 3(a)(6) of the Act (15
                            U.S.C. 78c).

             (c)  [ ]       Insurance company as defined in section 3(a)(19) of
                            the Act (15 U.S.C. 78c).

             (d)  [ ]       Investment company registered under section 8 of the
                            Investment Company Act of 1940 (15 U.S.C.  80a-8).

             (e)  [ ]       An investment adviser in accordance with Rule
                            13d-1(b)(1)(ii)(E);

             (f)  [ ]       An employee benefit plan or endowment fund in
                            accordance with Rule 13d-1(b)(1)(ii)(F);

             (g)  [ ]       A parent holding company or control person in
                            accordance with Rule 13d-1(b)(1)(ii)(G);

             (h)  [ ]       A savings associations as defined in Section 3(b) of
                            the Federal Deposit Insurance Act (12 U.S.C. 1813);

             (i)  [ ]       A church plan that is excluded from the definition 
                            of an investment company under section 3(c)(14) of
                            the Investment Company Act of 1940 (15 U.S.C.
                            80a-3);

             (j)  [ ]       Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

             If this statement is filed pursuant to Rule 13d-1(c), check this
             box. [X]


<PAGE>   4
                                                             Page 4 of 6  Pages


Item 4.    Ownership.

           Item 4(a)      Amount beneficially owned:
                          2,000,000

           Item 4(b)      Percent of class:
                          5.6%

                          The calculations of the percentage of outstanding
                          Tyler Common Stock are based upon 23,309,277 shares
                          of Tyler Common Stock outstanding on January 16, 1998
                          as reported in the Company's Proxy Statement for the
                          special stockholders meeting held February 19, 1998
                          plus the 12,250,000 shares of Tyler Common Stock
                          issued in connection with the Company's acquisition
                          of Business Resources Corporation, The Software
                          Group, Inc., Interactive Computer Design, Inc., and
                          Incode Systems, Inc. on February 19, 1998.

           Item 4(c)      Number of shares as to which the person has:

                          (i)  Sole power to vote or to direct the vote:
                                  0

                          (ii)  Shared power to vote or to direct the vote:
                                  0

                          (iii)  Sole power to dispose or to direct the
                                 disposition of:
                                  2,000,000

                          (iv)  Shared power to dispose or to direct the
                                disposition of:
                                  0

Item 5.    Ownership of Five Percent or Less of a Class.

           Not Applicable.

Item 6.    Ownership of More than Five Percent on Behalf of Another Person.

           Not Applicable.

Item 7.    Identification and Classification of the Subsidiary Which Acquired
           the Security Being Reported on By the Parent Holding Company.

           Not Applicable.

Item 8.    Identification and Classification of Members of the Group.

           Not Applicable.

Item 9.    Notice of Dissolution of a Group.

           Not Applicable.

Item 10.   Certifications.

           Item 10(a)     Not Applicable.
<PAGE>   5
                                                               Page 5 of 6 Pages


           Item 10(b)     By signing below I certify that, to the best of my
                          knowledge and belief, the securities referred to
                          above were not acquired and are not held for the
                          purpose of or with the effect of changing or
                          influencing the control of the issuer of the
                          securities and were not acquired and are not held in
                          connection with or as a participant in any
                          transaction having that purpose or effect.
<PAGE>   6
Signature

           After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this Filing is true, complete and correct.



February 25, 1998                                 /s/ William Hunter Oates 
                                                  ------------------------------
                                                  WILLIAM HUNTER OATES


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission