================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20459
----------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
----------
December 28, 2001 (December 20, 2001)
Date of Report (Date of earliest event reported)
TYLER TECHNOLOGIES, INC.
------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10485 75-2303920
-------- ------- ----------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
5949 Sherry Lane
Suite 1400
Dallas, Texas 75225
-------------------
(Address of principal executive offices)
(214) 547-4000
--------------
(Registrant's telephone number, including area code)
================================================================================
Item 5. Other Events.
On December 20, 2001, Swan Transportation Company ("Swan"), a non-operating
subsidiary of Tyler Technologies, Inc. (the "Company"), filed a petition under
Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for
the District of Delaware. During certain times of its existence, Swan was the
parent corporation of TPI of Texas, Inc., the former owner of a cast iron pipe
and fittings foundry located just outside of Tyler, Texas. The operating assets
of the foundry were sold by the Company on December 1, 1995.
As disclosed in prior filings with the Securities and Exchange Commission, Swan
has been named as a defendant in numerous lawsuits by hundreds of former
employees of the foundry seeking damages for alleged work related injuries and
physical conditions. As a non-operating subsidiary of the Company, the assets of
Swan consist primarily of various insurance policies issued during the relevant
time periods. Prior to the bankruptcy filing, certain of Swan's insurance
carriers had funded the defense of some of these claims and entered into
settlement agreements with over 275 plaintiffs, each of which agreed to release
Swan, the Company, and its subsidiaries and affiliates from all such claims in
exchange for payments made by the insurance carriers.
The bankruptcy filing by Swan is the result of extensive negotiations between
the Company, Swan, their respective insurance carriers, and an ad hoc committee
of plaintiff attorneys representing the substantial majority of all currently
known plaintiffs. Swan anticipates filing its plan of reorganization within the
next 30 days. The principal features of the plan of reorganization will include:
(a) the creation of a trust, which is to be funded principally by fifteen
insurance carriers pursuant to certain settlement agreements executed
pre-petition between Swan, the Company, and such carriers; (b) the
implementation of a claims resolution procedure pursuant to which all present
and future claimants may assert claims against such trust for alleged injuries;
(c) the issuance of certain injunctions under the federal bankruptcy laws
requiring any such claims to be asserted against the trust and barring such
claims from being asserted, either now or in the future, against Swan, the
Company, all of its affected affiliates, and the insurers participating in the
funding of the trust; and (d) the full and final release of each of Swan, the
Company, all of its affected affiliates, and the insurers participating in the
funding of the trust from any and all claims associated with the once-owned
foundry by all claimants that assert a claim against, and receive compensation
from, the trust. In order to receive the foregoing benefits, the Company has
agreed, among other things, to make certain cash contributions to the trust, the
amount of which is not expected to be in excess of the settlement liability
previously recorded by the Company in its consolidated financial statements.
The Company anticipates that Swan's plan of reorganization will be voted on by
the creditors of Swan sometime during the first two quarters of 2002. Because
the material terms of the plan of reorganization have been pre-negotiated
between the various affected parties, the Company anticipates that the plan, as
currently contemplated, will be approved by Swan's creditors, at which time it
will then be presented to the bankruptcy court for final approval. If the plan
of reorganization as currently contemplated is approved, the Company anticipates
that all of the liabilities associated with the foundry formerly owned by
affiliates of the Company will be eliminated. There can be no assurance that the
plan of reorganization as currently contemplated will be approved by the
creditors of Swan, and if approved by such creditors, will be approved in such
form by the bankruptcy court, if at all.
The Company has included in this Report on Form 8-K "forward-looking statements"
within the meaning of the Private Securities Reform Act of 1995 concerning its
business and operations. The Company expressly disclaims any obligation to
release publicly any updates or revisions to these forward-looking statements to
reflect any change in its expectations. These expectations and the related
statements are inherently subject to risks and uncertainties that could cause
actual results to differ materially from those set forth in, contemplated by, or
underlying the forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TYLER TECHNOLOGIES, INC.
Date: December 28, 2001 By: /s/ Theodore L. Bathurst
------------------------------------------
Theodore L. Bathurst
Vice President and Chief Financial Officer
(principal financial officer)
Date: December 28, 2001 By: /s/ Terri L. Alford
------------------------------------------
Terri L. Alford
Controller
(principal accounting officer)