<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1) *
TYLAN GENERAL, INC.
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(Name of Issuer)
Common Stock, $0.001 Par Value
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(Title of Class of Securities)
902169101
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(CUSIP Number)
Richard L. Waggoner, Gardere & Wynne, L.L.P.
1601 Elm Street, Suite 3000, Dallas, Texas 75201-4761, (214) 999-3000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
AUGUST 19, 1996
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS AMENDMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person:(1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies 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
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 13D
CUSIP NO. 902169101 PAGE 2 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Don E. Whitson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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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
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7 SOLE VOTING POWER
NUMBER OF
773,303
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
773,303
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
773,303
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.87%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 902169101 PAGE 3 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leo E. Whitson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 902169101 PAGE 4 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David J. Ferran
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF
183,309
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
183,309
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,309
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 5
Item 1. Security and Issuer.
This Amendment No. 1 to the Schedule 13D (this "Amendment") is being
filed to reflect, among other things, the addition of a new Reporting Person,
the formation of a group by the Reporting Persons, and a change in the Reporting
Persons' intentions with respect to shares of Common Stock, $0.001 par value
(the "Tylan Common Stock"), of Tylan General, Inc., a Delaware corporation
("Tylan General"), which has its principal executive offices located at 15330
Avenue of Science, San Diego, California 92128.
Item 2. Identity and Background.
(a), (b) and (c): The following sets forth the information
required by Items 2(a), (b) and (c):
1. Don E. Whitson is the Vice Chairman of the Board of Directors
of Tylan General and the Chief Administrative Officer of Tylan
General, and his business address is 15330 Avenue of Science,
San Diego, California 92128.
2. Leo E. Whitson is the father of Don E. Whitson and the
Chairman of the Board of Directors of Span Instruments, Inc.,
a wholly owned subsidiary of Tylan General ("Span"). His
business address is 2201 Avenue K, Plano, Texas 75074, the
address for Span.
3. David J. Ferran is the Chairman of the Board, President and
Chief Executive Officer of Tylan General, and his business
address is 15330 Avenue of Science, San Diego, California
92128.
(d) None of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) None of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Don E. Whitson, Leo E. Whitson and David J. Ferran are
citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The following table sets forth the aggregate consideration paid for
the Tylan Common Stock by each Reporting Person. The table lists the
beneficial owners of the shares.
<TABLE>
<CAPTION>
Name Number of Aggregate
- ---- --------- ---------
Shares Consideration
------ -------------
<S> <C> <C>
Don E. Whitson 773,303(1) *
Leo E. Whitson 1996 Trust 379,731 *
</TABLE>
Page 5 of 11 Pages
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<TABLE>
<S> <C> <C>
David J. Ferran 183,309 **
</TABLE>
____________________________________
(1) Includes 379,731 shares of Tylan Common Stock owned by the Leo E.
Whitson 1996 Trust. It also includes 39,357 shares of Tylan Common Stock that
Don E. Whitson has agreed, pursuant to a property settlement incident to a
divorce, to transfer to his ex-spouse, Linda Sue Dunkel. Don E. Whitson
disclaims beneficial ownership of such 39,357 shares of Tylan Common Stock.
*Don E. Whitson beneficially owns an aggregate of 773,303 shares of Tylan
Common Stock, of which 393,573 shares of Tylan Common Stock were obtained upon
the conversion of 80,440 shares of common stock of Span pursuant to a
reorganization (hereinafter described), and 379,731 shares of Tylan Common
Stock are owned by the Leo E. Whitson 1996 Trust (the "Trust") of which Don E.
Whitson is the sole Trustee. The Agreement and Plan of Reorganization, dated
as of July 3, 1996, was by and among Tylan General, Tylan General Acquisition
Subsidiary, Inc., a Delaware corporation ("Tylan General Sub"), Span, and all
the shareholders of Span ( the "Agreement and Plan of Reorganization").
Subject to the terms and conditions of the Agreement and Plan of
Reorganization, Tylan General Sub was merged with and into Span on July 3,
1996, with Span being the surviving corporation, and Tylan General owns all of
the issued and outstanding shares of common stock of Span. Don E. Whitson
beneficially owns 379,731 shares of Tylan Common Stock (the "Trust Shares")
which are held of record by the Trust, as to which Don E. Whitson, as sole
Trustee, has sole dispositive and voting power pursuant to the Trust Agreement
dated as of February 16, 1996, by and between Leo E. Whitson, as grantor, and
Leo E. Whitson, as the original trustee (the "Trust Agreement"). Don E.
Whitson succeeded to the position of sole Trustee upon the resignation of Leo
E. Whitson on August 19, 1996. Although Leo E. Whitson is a beneficiary of the
Trust, he has no dispositive or voting power with respect to the Trust Shares.
The Trust Shares were obtained by the Trust exchanging 77,611 shares of common
stock of Span, held of record by the Trust, pursuant to the Agreement and Plan
of Reorganization.
**David J. Ferran beneficially owns 183,309 shares of Tylan Common Stock which
includes 43,063 shares subject to options exercisable within 60 days of June
28, 1996 and 35,838 shares held by David J. Ferran in trust for the benefit of
the grandchildren of Robert J. Ferran, of which David J. Ferran disclaims
beneficial ownership.
Item 4. Purpose of Transaction.
Except as set forth in this Amendment, each of the persons reporting
on this Amendment has acquired their respective shares of Tylan Common Stock to
hold for investment. Leo E. Whitson resigned as the sole Trustee of the Trust
for the purpose of causing Don E. Whitson (named as successor trustee) to
become sole Trustee of the Trust with sole dispositive and sole voting power
regarding the Trust Shares. Depending upon market conditions and other
factors, each person reporting on this Amendment may, from time to time, either
jointly or individually, acquire additional shares of Tylan Common Stock or
dispose of all or any part of their respective holdings of Tylan Common Stock.
Except as described in the following paragraph, no person reporting on
this Amendment has any present plans to cause Tylan General to engage in any
extraordinary transactions; to sell or transfer any of its material assets or
the assets of any of its subsidiaries; to effect any change of its management
or its directors, business, corporate structure, capitalization, dividend
policy, articles of incorporation, or bylaws; or to delist or terminate the
registration of any securities of Tylan General; but each reserves the right to
propose or undertake or participate in any of the foregoing actions in the
future.
Page 6 of 11 Pages
<PAGE> 7
On August 19, 1996, as a result of a decision by a Special Committee
of the Board of Directors of Tylan General to explore the possible sale of
Tylan General, the Reporting Persons agreed to act in concert to consider and
investigate the possibility of making a proposal to acquire all or a
controlling interest in Tylan Common Stock, and pursuant thereto intend to seek
financing for and consider taking other actions which would facilitate such a
proposal and which could lead to a change in control of Tylan General and the
delisting of Tylan Common Stock. The Reporting Persons presently contemplate,
if a decision is reached to make a proposal and if financing therefor is
determined to be available on terms and conditions satisfactory to the
Reporting Persons, will participate, consistent with the fiduciary duties to
Tylan General of Messrs. Ferran and Don E. Whitson, in such sale process as is
established by the Board of Directors.
Item 5. Interest in Securities of the Issuer.
(a) and (b): The following table sets forth the information required by
Items 5(a) and (b):
<TABLE>
<CAPTION>
Number of Voting Dispositive %
Name Shares Power Power Ownership
---------- ----------- ------ --------- ---------
<S> <C> <C> <C> <C>
Don E. Whitson 773,303(1)(2) sole sole 9.87%
David J. Ferran 183,309 sole sole 2.3%
</TABLE>
- ------------------------------------
(1) Includes 379,731 shares held of record by the Trust.
(2) Includes 39,357 shares of Tylan Common Stock that Don E. Whitson
has agreed, pursuant to a property settlement incident to a divorce, to
transfer to his ex-spouse, Linda Sue Dunkel. Don E. Whitson disclaims
beneficial ownership of such 39,357 shares of Tylan Common Stock.
The aggregate number of shares of Tylan Common Stock beneficially
owned by the Reporting Persons is 956,612. Each of the Reporting Persons
declares that the filing of this Amendment shall not be construed as an
admission that he is, for purposes of Section 13(d) or 13(g) of the Securities
Act of 1933, as amended, the beneficial owner of all of the securities covered
by this Amendment. Each of the Reporting Persons disclaims beneficial
ownership of all of the shares of the Tylan Common Stock covered by this
Schedule 13D except for the shares indicated as being beneficially owned by him
in the table above.
(c) The following are the transactions in the Tylan Common Stock
effected by or for the Reporting Persons within the last 60 days prior to the
date of this Amendment:
<TABLE>
<CAPTION>
Number Price
Date Purchaser of Shares of Shares
---- --------- --------- ---------
<S> <C> <C> <C>
07/03/96 Don E. Whitson 773,731(1) *
</TABLE>
- ------------------------------------
(1) Includes 39,357 shares of Tylan Common Stock that Don E. Whitson
has agreed, pursuant to a property settlement incident to a divorce, to
transfer to his ex-spouse, Linda Sue Dunkel. Don E. Whitson disclaims
beneficial ownership of such 39,357 shares of Tylan Common Stock.
Page 7 of 11 Pages
<PAGE> 8
* Represents the shares obtained pursuant to the Agreement and Plan of
Reorganization. On August 19, 1996, Don E. Whitson acquired
beneficial ownership of 379,731 shares of Tylan Common Stock held of
record by the Trust (see Item 3 above).
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as set forth in this Amendment and except for past or future
communications and discussions among themselves regarding their investment in
shares of the Tylan Common Stock, there are no current contracts, arrangements,
understandings or legal relationships among the persons reporting on this
Amendment with respect to the acquiring, holding, voting or disposition of the
Tylan Common Stock.
Pursuant to the Stock Settlement Agreement entered into as of July 1,
1996, by and between Don E. Whitson and Linda Sue Dunkel (the "Stock Settlement
Agreement"), Don E. Whitson has agreed to transfer to Linda Sue Dunkel, at some
future date, 39,357 shares of Tylan Common Stock.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Agreement Regarding Filing of Schedule 13D among the
parties to this Amendment
Page 8 of 11 Pages
<PAGE> 9
Signature
- ---------
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, each of the undersigned certifies that the information
set forth in this Amendment is true, complete and correct.
/s/ DON E. WHITSON
---------------------------------------
Don E. Whitson
/s/ LEO E. WHITSON
---------------------------------------
Leo E. Whitson
/s/ DAVID J. FERRAN
---------------------------------------
David J. Ferran
August 20, 1996
Page 9 of 11 Pages
<PAGE> 10
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------
Exhibit A - Agreement Regarding Filing of Schedule 13D Amendment among the
parties to this Amendment
Page 10 of 11 Pages
<PAGE> 1
EXHIBIT A
AGREEMENT REGARDING FILING SCHEDULE 13D AMENDMENT
Each of the undersigned hereby agrees that the Schedule 13D Amendment
to which this agreement is filed as an exhibit be filed with the Securities and
Exchange Commission on behalf of the parties hereto, and hereby represents to
the other parties hereto that he is eligible to use this Schedule 13D
Amendment. Each of the undersigned agrees that he is responsible for the
timely filing of this Schedule 13D Amendment and any other amendments thereto,
and for the completeness and accuracy of the information concerning himself
contained therein, and that none of the parties hereto is responsible for the
completeness or accuracy of the information concerning the other party, unless
he knows or has reason to believe that the information concerning any other
party is inaccurate.
Date: August 20, 1996
/s/ LEO E. WHITSON
---------------------------------------
Leo E. Whitson
/s/ DON E. WHITSON
---------------------------------------
Don E. Whitson
/s/ DAVID J. FERRAN
---------------------------------------
David J. Ferran
Page 11 of 11 Pages
