UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
TYLER CORPORATION
---------------------------------
(Name of Issuer)
Common Stock, $0.001 par Value
----------------------------------
(Title of Class of Securities)
902184100
---------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
----------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 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 [_].
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 disclosure
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).
Continued on following page(s)
Page 1 of 13 Pages
Exhibit Index: Page 12
<PAGE>
Page 2 of 13 Pages
SCHEDULE 13D
CUSIP No. 902184100
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital, Inc.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
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
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,306,700
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,306,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,306,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
5.95%
14 Type of Reporting Person*
CO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 13 Pages
SCHEDULE 13D
CUSIP No. 902184100
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital Management, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC; 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
Texas
7 Sole Voting Power
Number of 30,000
Shares
Beneficially 8 Shared Voting Power
Owned By 1,276,700
Each
Reporting 9 Sole Dispositive Power
Person 30,000
With
10 Shared Dispositive Power
1,276,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,306,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
5.95%
14 Type of Reporting Person*
PN; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 13 Pages
SCHEDULE 13D
CUSIP No. 902184100
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
White Rock Capital Partners, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
WC
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
7 Sole Voting Power
Number of 186,200
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 186,200
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
186,200
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
.85%
14 Type of Reporting Person*
PN; IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 13 Pages
SCHEDULE 13D
CUSIP No. 902184100
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Thomas U. Barton
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
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
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,306,700
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,306,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,306,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
5.95%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 13 Pages
SCHEDULE 13D
CUSIP No. 902184100
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
Joseph U. Barton
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
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
United States
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 1,306,700
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
1,306,700
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,306,700
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [_]
13 Percent of Class Represented By Amount in Row (11)
5.95%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 13 Pages
This Statement on Schedule 13D relates to shares of Common
Stock, $0.01 par value per share (the "Shares"), of Tyler Corporation (the
"Issuer"). This Statement is being filed by the Reporting Persons (as defined
herein) to report recent acquisitions of Shares of the Issuer as a result of
which certain of the Reporting Persons may be deemed to be the beneficial owners
of more than 5% of the outstanding Shares.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive offices of the Issuer is 2121 San Jacinto Street, Suite
3200, Dallas, Texas 75201.
Item 2. Identity and Background.
This Statement is filed on behalf of White Rock Capital,
Inc., a Texas corporation ("White Rock, Inc."), White Rock Capital Management,
L.P., a Texas limited partnership ("White Rock Management"), White Rock Capital
Partners, L.P., a Texas limited partnership ("White Rock Partners"), Thomas U.
Barton and Joseph U. Barton (collectively, the "Reporting Persons").
This Statement on Schedule 13D relates to Shares that were
acquired by White Rock Management on behalf of certain institutional clients
(the "White Rock Clients"), pursuant to separate investment advisory contracts
(collectively, the "White Rock Contracts"). This Statement also relates to
Shares held for the accounts of White Rock Partners and White Rock, Inc.
The general partner of White Rock Partners is White Rock
Capital Management, the general partner of which is White Rock, Inc. Each of
White Rock (as defined herein), White Rock Partners, White Rock Management and
White Rock, Inc. is engaged in the investment and investment management
business. Thomas U. Barton and Joseph U. Barton, both of whom are United States
citizens, are the shareholders of White Rock, Inc. The principal occupation of
each of Thomas U. Barton and Joseph U. Barton is his position as an officer of
White Rock, Inc., at White Rock, Inc.'s principal office. The principal business
address of each of White Rock Partners, White Rock Management, White Rock, Inc.,
Thomas U. Barton and Joseph U. Barton is 3131 Turtle Creek Boulevard, Suite 800,
Dallas, Texas 75219.
During the past five years, none of the Reporting Persons,
and, to the best of the Reporting Persons' knowledge, any other person
identified in response to this Item 2 has been (a) convicted in a criminal
proceeding, or (b) a party to any civil proceeding as a result of which he has
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.
Item 3. Source and Amount of Funds or Other Consideration.
White Rock Management expended approximately $3,478,301 of
the working capital of the White Rock Clients to purchase the Shares reported
herein as being acquired within the last 60 days in the open market. White Rock
Management expended approximately $562,250 of the working capital of White Rock
Partners to purchase the Shares reported herein as being acquired within the
last 60 days in the open market. White Rock Management expended approximately
$185,540 of its working capital to purchase the Shares reported herein as being
acquired within the last 60 days in the open market.
<PAGE>
Page 8 of 13 Pages
The Shares held by the Reporting Persons for the accounts of
the White Rock Clients, by White Rock Partners and by White Rock Management may
be held through margin accounts maintained with brokers, which extend margin
credit as and when required to open or carry positions in their margin accounts,
subject to applicable federal margin regulations, stock exchange rules and such
firm's credit policies. The Shares which may be held in the margin accounts are
pledged as collateral security for the repayment of debit balances in the
respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired
for or disposed of from the accounts of the White Rock Clients, White Rock
Partners and White Rock Management were acquired or disposed of for investment
purposes. Neither the White Rock Clients, the Reporting Persons nor, to the best
of their knowledge, any of the other individuals identified in response to Item
2, has any plans or proposals that relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
The Reporting Persons reserve the right to acquire, or cause
to be acquired, additional securities of the Issuer, to dispose, or cause to be
disposed of, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, and/or the White Rock Clients, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) Each of White Rock, Inc., White Rock Management,
Thomas U. Barton and Joseph U. Barton may be deemed the beneficial owner of
1,306,700 Shares (approximately 5.95% of the total number of Shares
outstanding). This number consists of (1) 1,090,500 Shares held for the accounts
of the White Rock Clients, (2) 186,200 Shares held for the account of White Rock
Partners and (3) 30,000 Shares held for the account of White Rock Management.
(ii) White Rock Partners may be deemed the beneficial
owner of the 186,200 Shares held for its account (approximately .85% of the
total number of Shares outstanding).
(b) (i) Each of White Rock Management (pursuant to the
White Rock Contracts), White Rock, Inc. (as the general partner of White Rock
Management), Thomas U. Barton (as a shareholder of White Rock, Inc.) and Joseph
U. Barton (as a shareholder of White Rock, Inc.) is currently vested with shared
power to direct the voting and disposition of the 1,090,500 Shares held for the
accounts of the White Rock Clients.
(ii) Each of White Rock Management (as the general
partner of White Rock Partners), White Rock, Inc. (as the general partner of
White Rock Management), Thomas U. Barton (as a shareholder of White Rock, Inc.)
and Joseph U. Barton (as a shareholder of White Rock, Inc.) may be deemed to
have shared power to direct the voting and disposition of the 186,200 Shares
held for the account of White Rock Partners.
(iii) Each of White Rock, Inc. (as the general partner
of White Rock Management), Thomas U. Barton (as a shareholder of White Rock,
Inc.) and Joseph U. Barton (as a shareholder of White Rock, Inc.) may be deemed
to have shared power to direct the voting and disposition of the 30,000 Shares
held for the account of White Rock Management.
<PAGE>
Page 9 of 13 Pages
(iv) White Rock Partners has the sole power to direct
the voting and disposition of the 186,200 Shares held for its account.
(v) White Rock Management has the sole power to direct
the voting and disposition of the 30,000 Shares held for its account.
(c) Except for the transactions disclosed on Annex A
hereto, all of which were effected in the over-the-counter market in routine
brokerage transactions, there have been no transactions with respect to the
Shares since December 14, 1997 (60 days prior to the date hereof) by any of the
Reporting Persons.
(d) (i) The shareholders or partners of each of the White
Rock Clients have the right to participate in the receipt of dividends from, or
proceeds from the sale of, the Shares, held by the respective White Rock Client
in accordance with their partnership or ownership interests in the respective
White Rock Client.
(ii) The partners of White Rock Management have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the Shares, held by White Rock Management in accordance with their
partnership interests in White Rock, Inc.
(iii) The partners of White Rock Partners have the
right to participate in the receipt of dividends from, or proceeds from the sale
of, the Shares held by White Rock Partners in accordance with their partnership
interests in White Rock Partners.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
From time to time, each of the Reporting Persons may lend
portfolio securities to brokers, banks or other financial institutions. These
loans typically obligate the borrower to return the securities, or an equal
amount of securities of the same class, to the lender and typically provide that
the borrower is entitled to exercise voting rights and to retain dividends
during the term of the loan. From time to time to the extent permitted by
applicable laws, each of such persons or entities may borrow the Shares for the
purpose of effecting, and may effect, short sale transactions, and may purchase
securities for the purpose of closing out short positions in such securities.
Except as set forth herein, the Reporting Persons do not
have any contracts, arrangements, understandings or relationships with respect
to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Joint Filing Agreement dated February 12, 1998 by and
among White Rock Partners, White Rock Management, White Rock, Inc., Thomas U.
Barton and Joseph U. Barton.
<PAGE>
Page 10 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 12, 1998 WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
-----------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
President
/S/ THOMAS U. BARTON
--------------------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
--------------------------------------------
Joseph U. Barton
<PAGE>
<TABLE>
<CAPTION>
Page 11 of 13 Pages
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
TYLER CORPORATION
Date of Nature of Number of Price Per
For the Account of Transaction Transaction Shares Share
- ------------------ ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
White Rock Clients /1/ 12/15/97 BUY 2,000 $5.33
12/19/97 BUY 20,000 $5.58
12/19/97 BUY 30,000 $5.58
1/5/98 BUY 30,000 $5.56
1/6/98 BUY 16,300 $5.56
1/7/98 BUY 3,700 $5.56
1/13/98 BUY 3,200 $5.56
1/14/98 BUY 17,600 $5.56
1/15/98 BUY 18,000 $5.56
1/16/98 BUY 11,000 $5.677
1/20/98 BUY 89,000 $5.685
1/26/98 BUY 27,500 $5.685
1/27/98 BUY 47,500 $5.685
1/27/98 BUY 25,000 $5.695
2/2/98 BUY 50,000 $5.685
2/2/98 BUY 25,800 $5.685
2/2/98 BUY 25,000 $5.685
2/3/98 BUY 20,000 $5.685
2/3/98 BUY 8,000 $5.685
2/3/98 BUY 20,000 $5.685
2/3/98 BUY 1,200 $5.685
2/6/98 BUY 25,000 $6.035
2/9/98 BUY 50,000 $6.782
2/10/98 BUY 15,000 $6.791
2/11/98 BUY 10,000 $6.873
2/11/98 BUY 6,500 $6.873
White Rock Management 1/30/98 BUY 16,000 $5.656
2/9/98 BUY 13,000 $6.782
2/11/98 BUY 1,000 $6.873
White Rock Partners/1/ 1/8/98 BUY 13,500 $5.56
1/9/98 BUY 36,500 $5.56
2/2/98 BUY 50,000 $5.685
/1/ Transactions effected at the direction of White Rock Capital Management, L.P.
</TABLE>
<PAGE>
Page 12 of 13 Pages
EXHIBIT INDEX
Page No.
---------
A. Joint Filing Agreement dated February 12, 1998 by and
among White Rock Capital Partners, L.P., White Rock
Capital Management, L.P., White Rock Capital, Inc.,
Thomas U. Barton and Joseph U. Barton............................13
Page 13 of 13 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Tyler Corporation dated February 12, 1998 is, and
any amendments thereto signed by each of the undersigned shall be, filed on
behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934.
Date: February 12, 1998 WHITE ROCK CAPITAL PARTNERS, L.P.
By: White Rock Capital Management, L.P.
Its General Partner
By: White Rock Capital, Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
-----------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL MANAGEMENT. L.P.
By: White Rock Capital Inc.
Its General Partner
By: /S/ THOMAS U. BARTON
----------------------------------
Thomas U. Barton
President
WHITE ROCK CAPITAL, INC.
By: /S/ THOMAS U. BARTON
---------------------------------------
Thomas U. Barton
President
/S/ THOMAS U. BARTON
--------------------------------------------
Thomas U. Barton
/S/ JOSEPH U. BARTON
--------------------------------------------
Joseph U. Barton
