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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
Tyler Corporation
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
902184100
(CUSIP Number)
Mr. John Yeaman
2800 W. Mockingbird Lane
Dallas, Texas 75235
(214) 902-5000
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(Name and Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 20, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13D-I(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-I(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 the
disclosures provided in a prior cover page.
The information required in the remainder of the cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 902184100 Page 2 of 5 Pages
(1) NAME OF REPORTING PERSON
S.S.N. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John S. Marr, Jr. S.S.N. ###-##-####
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /X/
(3) SEC USE ONLY
(4) SOURCE OF FUNDS 00
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO 2(d) or 2(e) / /
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States, Resident of the State of Maine
NUMBER OF (7) SOLE VOTING POWER 1,284,976
SHARES (8) SHARED VOTING POWER 750,000
BENEFICIALLY (9) SOLE DISPOSITIVE POWER 1,284,976
OWNED BY (10) SHARED DISPOSITIVE POWER 750,000
EACH REPORTING
PERSON WITH
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON 2,034,976
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES / /
(13) PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 5.2796%
(14) TYPE OF REPORTING PERSON IN
Page 2 of 5 Pages
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $.01 par value per share
(the "Common Stock"), of Tyler Corporation, a Delaware corporation (the
"Issuer"). The address of the principal executive office of the Issuer is 2800
W. Mockingbird Lane, Dallas, Texas 75235.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is filed by John S. Marr, Jr. (the "Reporting
Person").
(b) The Reporting Person's business address is 370 U.S. Route 1,
Falmouth, Maine 01405.
(c) The Reporting Person's principal occupation is serving in the
capacity of President, Process, Incorporated, a Maine corporation ("Process")
with a principal place of business at 370 U.S. Route 1, Falmouth, Maine 01405.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding.
(e) During the last five years, the Reporting Person has not been a
party to any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person is or was 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) The Reporting Person is a citizen of the United States of America
and a resident of the State of Maine.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person received 2,034,976 shares of Common Stock of the
Issuer as a result of the merger of Process with a wholly-owned subsidiary of
the Issuer, as described in Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION
On April 20, 1999 the Issuer, a wholly-owned subsidiary of the Issuer,
Process and its stockholders, including the Reporting Person, entered into an
Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger
Agreement, all of the issued and outstanding shares of capital stock of Process
were exchanged for cash and Common Stock of the Issuer (the "Acquisition"). As a
result of the Acquisition, the Reporting Person in his capacity as a stockholder
of Process received cash and an aggregate of 2,034,976 shares of
Page 3 of 5 Pages
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the Common Stock of the Issuer in exchange for his shares of Process.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) The Reporting Person is the beneficial owner of 2,034,976 shares of
the outstanding Common Stock of the Issuer as a result of the Acquisition,
described in Item 4. The Reporting Person beneficially owns 5.2796 percent of
the outstanding shares of Common Stock of the Issuer, assuming an aggregate
number of shares of Common Stock of the Issuer issued and outstanding as of the
date of the Acquisition of 38,544,068 shares.
(b) Subsequent to the consummation of the Acquisition, the Reporting
Person transferred for no consideration an aggregate of 750,000 shares of Common
Stock of the Issuer to Fourteen Riverside Limited Partnership, a Delaware
limited partnership (the "Partnership"). The General Partner of the Partnership
is 14RLP, Inc., a Delaware corporation, of which the Reporting Person and his
wife are the sole shareholders and of which the Reporting Person is the
President, Treasurer, and a Director. Accordingly, of the 2,034,976 shares of
Common Stock beneficially owned by the Reporting Person as a result of the
Acquisition, 750,000 of such shares are subject to the shared voting power and
shared dispositive power of the Reporting Person and his wife.
(c) Other than the Acquisition and the transfer of shares of Common
Stock to the Partnership, the Reporting Person has not affected any transactions
in the shares of Common Stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER
None, except as reported under Items 4 and 5 above. As reported in Item
4, the Reporting Person is the beneficial owner of 2,034,976 shares of Common
Stock of the Issuer. Of such shares, 750,000 are subject to the shared voting
power and shared dispositive power of the Reporting Person and his wife.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
None.
Page 4 of 5 Pages
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SIGNATURE
After reasonably 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.
May 3, 1999 /s/ John S. Marr, Jr.
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Date John S. Marr, Jr.
Page 5 of 5 Pages
